07-23-14 LPRDA/TIRZ - Laserfiche WebLink

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(A) The Zone is duly authorized, created and existing in good standing under the laws of the State and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. (B) The Zone has the power, authority and legal right to enter into and perform this Agreement and the execution, delivery and performance hereof (i) have been duly authorized, (ii) to the best of its knowledge, will not violate any applicable judgment, order, law or regulation, and (iii) do not constitute a default under, or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the Zone under any agreement or instrument to which the Zone is a party or by which the Zone or its assets may be bound or affected. (C) The Project, the Public Improvements and the Project Costs are components of or are consistent with the Project Plan. (D) This Agreement has been duly authorized, executed and delivered by the Zone and constitutes a legal, valid and binding obligation of the Zone, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be Iimited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. (E) The execution, delivery and performance of this Agreement by the Zone does not require the consent or approval of any person which has not been obtained. 2.3 Representations of the Owner. The Owner hereby represents to the Authority and the Zone that: (A) The Owner is duly authorized, created and existing in good standing under the laws of the State and is qualified to do business in the State. (B) The Owner has the power, authority and Iegal right to enter into and perform its obligations set forth in this Agreement and the execution, delivery and performance hereof (i) have been duly authorized by requisite corporate action, (ii) will not, to the best of its knowledge, violate any judgment, order, law or regulation applicable to the Owner or any provisions of the Owner's bylaws or limited partnership agreement, and (iii) do not constitute a default under or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the Owner under any agreement or instrument to which the Owner is a party or by which the Owner or its assets may be bound or affected. (C) The Owner will have sufficient capital to perform its obligations under this Agreement at the time it needs to have sufficient capital. (D) This Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of the Owner, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be 5 HOU:3454161.2