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<br />( b) <br /> <br />The execution, delivery and performance of this <br /> <br />Agreement and the agreements substantially in the form of Exhibits <br />15 and 16 attached to this Agreement have been (or by the Closing <br /> <br />Date will have been) duly authorized by all necessary action on <br /> <br />the part of LCRA. <br /> <br />( c) <br /> <br />Neither this Agreement nor the agreements <br /> <br />substantially in the form of Exhibits 15 and 16 attached to this <br /> <br />Agreement shall contravene any law or any governmental rule, <br /> <br />regulation or order applicable to LCRA. <br /> <br />(d) <br /> <br />The execution, delivery and performance of neither <br /> <br />this Agreement nor that of the agreements attached to this <br /> <br />Agreement as Exhibits 15 and 16 shall contravene the provisions of <br /> <br />or constitute a default under the terms of any indenture, <br /> <br />mortgage, contract, resolution or other instrument to which LCRA <br /> <br />is a party or by which LCRA is bound. <br /> <br />(e) <br /> <br />Prior to the Closing of this Agreement, LCRA at its <br /> <br />own expense shall have obtained all necessary governmental <br /> <br />authorization to execute, deliver and perform this Agreement, <br /> <br />including, but not limited to, the transfer of LCRA's Certificate <br />of Convenience and Necessity for the San Marcos District Electric <br /> <br />Distribution System. <br /> <br />(f) <br /> <br />Except as set forth in the most recent financial <br /> <br />reports made by the independent Certified Public Accountants of <br /> <br />LCRA (copies of which have previously been provided to CITY) and <br /> <br />as otherwise made known to CITY in writing prior to the Closing, <br /> <br />22. <br />