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ARTICLE II
<br />REPRESENTATIONS, WARRANTIES AND COVENANTS
<br />Section 2.1 Representations and Warranties of the City. The City makes the following
<br />representations, warranties and covenants:
<br />(a) The City is a municipal corporation and political subdivision organized under the
<br />provisions of the Constitution and laws of the State of Minnesota and has the power to enter into this
<br />Agreement and carry out its obligations hereunder.
<br />(b) The Tax Increment District is an "economic development district" within the meaning of
<br />Minnesota Statutes, Section 469.174, subdivision 12, and was created, adopted and approved in
<br />accordance with the terms of the Tax Increment Act.
<br />(c) The Project as detailed in this Agreement is in conformance with the development
<br />objectives set forth in the Development Program and Tax Increment Financing Plan.
<br />(d) The City makes no representation or warranty, either express or implied, as to the
<br />Development Property or its condition, or that the Development Property shall be suitable for the
<br />Developer's or the Company's purposes or needs.
<br />Section 2.2 Representations and Warranties of the Developer. The Developer makes the
<br />following representations, warranties and covenants:
<br />(a) The Developer is a limited liability company duly organized and in good standing under
<br />the laws of the State of Minnesota, is not in violation of any provisions of its organizational documents or
<br />the laws of the State, is duly authorized to transact business within the State, has power to enter into this
<br />Agreement and has duly authorized the execution, delivery, and performance of this Agreement by proper
<br />action of its governing members.
<br />(b) If the Developer acquires the Development Property in accordance with this Agreement,
<br />the Developer will construct, operate and maintain the Project in accordance with the terms of this
<br />Agreement, the Development Program, and all applicable local, state and federal laws and regulations
<br />(including, but not limited to, environmental, zoning, energy conservation, building code, labor and
<br />public health laws and regulations).
<br />(c) The Developer has received no notice or communication from any local, state, or federal
<br />official that the activities of the Developer or the City in the Development Program may be or will be in
<br />violation of any environmental law or regulation (other than those notices or communications of which
<br />the City is aware). The Developer is not aware of any facts the existence of which would cause it to be in
<br />violation of or give any person a valid claim under any local, state, or federal environmental law,
<br />regulation, or review procedure.
<br />(d) The Developer has the power to enter into this Agreement, the Purchase Agreement, the
<br />Mortgage, and the Purchase Price Note, and to perform the obligations thereunder and by entering into
<br />and performing its obligations under this Agreement, the Purchase Agreement, the Mortgage, the
<br />Purchase Agreement, and the Purchase Price Note, the Developer will not be in violation of the its articles
<br />of organization, operating agreement or member control agreement or the laws of the State.
<br />(e) The Developer will obtain or cause to be obtained, in a timely manner, all required
<br />permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable
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