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"Title Company" shall mean Charter Title Company, as holder of the Escrow Deposit <br />pursuant to the Escrow✓ Agreement. <br />"Tri-Party- Agreement" shall mean that certain Agreement, dated July 9, 2001, and <br />approved by Ordinance No. 2001-2498, pursuant to which the City and the Zone contracted with <br />the Authority to, administer the Zone. <br />"Value of the Land" shall mean the amount) determined pursuant to Section 3.3 of this <br />Agreement. <br />"Zone" shall mean the Reinvestment Zone Number One, City of La Porte, Texas, a tax <br />increment reinvestment zone created by the City pursuant to the TIRZ Act. <br />"Zone Board" shall mean the Board of Directors, of the Zone. <br />1.2 Singular and Plural. Words used herein in the singular, where the context so <br />permits, also include the plural and vice versa. The definitions of words in the singular herein <br />also apply to such words when used in the plural where the context so permits and vice versa. <br />that: <br />ARTICLE 2 <br />REPRESENTATIONS <br />2.1 representations of the Au_thority. The Authority hereby represents to the Owner <br />(A) The Authority is duly authorized, created and existing in good standing <br />under the laws of the State and is duly qualified and authorized to carry on the <br />governmental functions and operations, as contemplated by this Agreement. <br />(B) The Authority has the power, authority and legal right to enter into and <br />perform this Agreement and the execution, delivery and performance hereof (i) have been <br />duly authorized, (ii) to the best of its knowledge, will not violate any applicable <br />judgment, order, law or regulation, and (iii) do not constitute a default under, or result in <br />the creation of, any lien, charge:, encumbrance or security interest upon any assets of the <br />Authority under any agreement or instrument to which the Authority is a party or by <br />which the Authority or its assets may be bound or affected. <br />(C) The Project, the Public Improvements and the Project Costs are <br />components of or are consistent with the Project Plan. <br />(D) This Agreement has been duly authorized, executed and delivered by the <br />Authority and, constitutes a legal, valid and binding obligation of the Authority, <br />enforceable in accordance with its terms except to the extent that (i) the enforceability of <br />such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium <br />or other similar laws of general application in effect from time to time relating to or <br />affecting the enforcement of creditors' rights and (ii) certain equitable remedies including <br />specific performance may be unavailable., <br />4 <br />HOU: -34-54-V64-22-_145- <br />JJ6JA <br />