Res 2007-183 - Laserfiche WebLink

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3.1 U Anew Article IV A, is hereby added to the Loan Agreement to read as Follows: "ARTiCi.t: [V A. REPitI?SEI~1'ATIUNS AND WA_RRA.VT[ES. As of January ] 7, 2007, JQH-San iblarcos hereby represcnts and warrants to City as follows: 4,1 Good Standine and Location 4.1.1 JQTI-San Marcos is a limited lability company formed under the laws of the State of Missouri and has the power and authority to own the Property, develop the Project, and to carry on its business in the State of Texas. The chief executive office (the "JQH-San Marcos Chief Executive Office") of JQH-San Marcos is in the State of Missouri. 4.2 Authority and Compliance. JQH-San Marcos has full power and authority to execute and deliver this Agreement and the other applicable Loan Documents and to incur and perform the obligations provided .for herein and therein, all of which have been duly authorized by all proper and necessary action. No consent or approval of any public authority (other than City in its capacity as a lender/grant maker hereunder) or other third pasty is required as a condition to the validity of any Loan Document, and JQII-San Marcos is in compliance with all laws and regulatory requirements to which it is subject. 4,3 No E_v_enl of Default. There is no event that is, or with notice or passage of time, or both, would be an JJvent of Default (defined below) under this Agreement or any of the Loan Documents. 4.4 Binding. Agreement. This Agreement and the other applicable Loan Documents executed by JQH-San Marcos constitute valid and legally binding obligations of JQH-San Marcos, enforceable in accordance with their terms. 4.5 Liti ag tion, There is no material proceeding involving JQH-San Marcos pending or, to the knowledge of JQH-San Marcos, threatened before any court or governmental authority, agency or arbitration authority, except as disclosed to City in writing and acknowledged by City prior to the date of this Agreement. 4.6 No Conflictin~Agreenrents. There is no charter, bylaw, stock provision, partnership agreement, trust instrument ur other document pertaining to the organization, power or authority of JQH-San Marcos and no provision of any existing agreement, mortgage, indenture or contract binding on JQH-San Marcos or affecting the Property, which would conflict with or in any way prevent the execution, delivery or carrying out of the terms of this Ao Bement and the other loan Documents. 985897, 7