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signage, striping and lighting systems to facilitate crossing the public roadway at <br />designated locations. <br />ARTICLE V <br />REPRESENTATIONS AND WARRANTIES OF UWO <br />As of the Effective Date, UWO represents and warrants to the City, as follows: <br />Section 5.01. UWO's Affiliates. City acknowledges that the Project Site may be <br />purchased and wholly -owned by San Marcos Development Company, LLC, a Delaware limited <br />liability company ( "SMDC ") and an affiliate of UWO that is under common ownership and <br />control as UWO, and that ad valorem tax assessments on real property may be under the name of <br />SMDC or another affiliate of UWO under common ownership and management. UWO represents <br />that, upon request by the City, UWO will provide, or cause to be provided, to the City any records <br />or information of SMDC and/or UWO related to Company's obligations under this Agreement. <br />Section 5.02. Organization. UWO is duly organized, validly existing and in good <br />standing under the laws of the State of Delaware and is authorized to conduct business or own real <br />property in the State of Texas. The activities that Company proposes to carry on at the Project Site <br />may lawfully be conducted by Company. <br />Section 5.03. Authority. The execution, delivery and performance by UWO of this <br />Agreement are within UWO's powers and have been duly authorized. <br />Section 5.04. Valid and Binding Obligation. This Agreement is the legal, valid and <br />binding obligation of UWO, enforceable against UWO in accordance with its terms except as <br />limited by applicable relief, liquidation, conservatorship, bankruptcy, moratorium, rearrangement, <br />insolvency, reorganization or similar laws affecting the rights or remedies of creditors generally, <br />as in effect from time to time. <br />8 <br />