02-10-14 Regular Meeting of La Porte City Council

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ARTICLE 2 REPRESENTATIONS 2.1Representations of the Authority. The Authority hereby represents to the Developer that: (A)The Authority 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 Authority 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 Authority under any agreement or instrument to which the Authority is a party or by which the Authority 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 Authority and, constitutes a legal, valid and binding obligation of the Authority, enforceable in accordance with its terms except to the extent that (i)the enforceability of such instruments may be limited 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 Authority does not require the consent or approval of any person which has not been obtained. (F)The Authority has an exemption from the payment of sales and use taxes pursuant to the statute under which the Authority was created. 2.2Representations of the Zone. The Zone hereby represents to the Developer that: (A)The Zoneis duly authorized, created and existing in good standing under the laws of theState 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. 4 HOU:3372249.1