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WHEREAS, the City is willing to negotiate exclusively with Redeveloper until March 31, <br />2005, provided certain deadlines and obligations described below are met. <br />NOW, THEREFORE , in consideration of the premises and the mutual obligations of the <br />parties hereto, each of tlze�n does hereby covenant and agree with the other as follows: <br />Reoresentations bv Redevelaper. Redeveloper represents and warrants tiaat, <br />(a� Redeveloper is a corporation organized and in good standing under the laws <br />of tXie State of Minnesota, is itot in violation of any provisions of its articles of incorporation and <br />bylaws or t�ae laws of said State, has power to enter into this Agreement and has duly authorized the <br />execution, delivery and �erfozxnazice of this Agreement by proper action of the board of directors. <br />�b� There are no pending or threatened 1ega1 proceedings of which Redeveloper <br />is aware which, if success�iil, would threaten the economic viability of Redeveloper or the validity ' <br />or enfarceal�ility of t]i�s Agreement or which would restrain or enjoin the transactions contei�plafed 4 <br />T <br />by t��is Agreement. — <br />��� Neither the execution and delivery of this Agreemen�, the consummation of <br />fihe transactions contemplated hereby, nor the �uXf�iment of or compliance with the �ern�s and <br />conditions of this Agreement is prevented,limited by or conflicts with or results in a breach of, the <br />terrrzs, conditions or provisions of any corporate restriction or any evidences of indebtedness, <br />agreement or instrument of whatever nature to which Redeveloper is now a party or by which it is <br />hound, or constitutes a default under any of the foregoing. <br />2. Representations 1-�� the City. The City represents and warrants that: <br />�a� The City is a public body corporate and politic with a11 the powers of a city <br />and a port authority duly organized and existing under the laws of the State of Minnesota. The City <br />has the power to enter into this Agreement and carry out its obligations hereunder and has duly <br />authorized the execution, delivery and performance of this Agreement by action of its City Council. <br />�b� The City sha11 use reasonable efforts to obtain a11 federal, state, and regional <br />land use, envi�-oi�me�ata� or other regulatoryapprovals necessaryto implement the redevelopment of <br />the Redevelopn�ez�t Area. <br />�� There are no pending or threatened 1ega1 proceedings of which the City is <br />aware which, i s ccessful, would t�eate� the economic viability of the City or the validity or <br />enforceability of this Agreement or which would restrain or enj oin the transactions contemplated by <br />this Agreement. <br />Preliminary Nature of Agreement. <br />?,.� . t .� '�� �i y :� .. . �. <br />�� ��e i.�ti� � �Y�i T���.1 k��a�a� agree that this Agreement is intended to be <br />�*i�� «t���� in nature. �efore the City and Redeveloper can make a decision on whether to proceed <br />� rF <br />� <br />#� y4..� - t � • y�rr 'w <br />