22-2021 - TIF for W. 117 Development LLC Fieldhouse

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D. Each of the Developers hereby further represents and warrants to the City that: (1) It is authorized to do business under the laws of the State of Ohio and is fully qualified to transact its business in the State of Ohio; (2) It is not in violation of or in conflict with any provisions of the laws of the United States of America or the State applicable to the Developers that would impair its ability to carry out its obligations contained in this Agreement; (3) This Agreement has, by proper action, been duly authorized, executed and delivered by the Developers, and all steps necessary to be taken by the Developers, have been taken to constitute this Agreement, and the covenants and agreements of the Developers contemplated herein and therein, are valid and binding obligations of the Developers, enforceable in accordance with their terms; (4) It has full power and authority to execute, deliver and perform this Agreement, (5) To Developers' knowledge, the execution, delivery and performance of this Agreement do not, and will not, violate any provision of law applicable to the Developers or the Developers' organizational or operating agreements, and neither the entering into this Agreement nor the performance thereof will constitute a violation or breach by the Developers of any contract, agreement, understanding or instrument to which the Developers are a party or by which the Developers are subject or bound, or of any judgment, order, writ, injunction or decree issued against or imposed upon them as of the time of execution hereof, or will result in the violation of any applicable law, order, rule or regulation of any governmental or quasi -governmental authority; (6) To Developers' knowledge, there is no pending litigation, investigation or claim which materially and adversely affects or which might materially and adversely affect the Developers' performance of this Agreement and to the Developers' knowledge, there is no threatened litigation, investigation or claim that materially and adversely affects or that might materially and adversely affect the Developers' performance of this Agreement; and (7) The representations and agreements of the Developers made in this Agreement are as of the date of the execution of this Agreement and such representations made by the Developers are made with the knowledge and expectation that such representations are to be treated as material to the City entering into this Agreement, and the Developers further represent that to M