05-24-07 Meeting of the La Porte Redevelopment Authority minutes

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1.2 Singular and Plural. Words used herein in the singular, where the context so permits, also include the plural and vice versa. The definitions of words in the singular herein also apply to such words when used in the plural where the context so permits and vice versa. ARTICLE 2 REPRESENTATIONS 2.1 Representation of La Porte Authority. The La Porte Authority hereby represents to the Developer that: (A) The La Porte 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 La Porte 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 La Porte Authority under any agreement or instrument to which the La Porte Authority is a party or by which the La Porte 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 La Porte Authority and, constitutes a legal, valid and binding obligation of the La Porte 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 La Porte Authority does not require the consent or approval of any person which has not been obtained. (F) The La Porte Authority has an exemption from the payment of sales and use taxes pursuant to the statute under which the La Porte Authority was created. 2.2 Representation of La Porte Zone. The La Porte Zone hereby represents to the Developer that: ( (A) The La Porte 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. 4 HOU:2322718.7 - - - ~ - - - - - - - - - - - - - -