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<br />within thirty (30) days after the last to occur of the events in subsections (a), (b) and (c) of <br />this Section. <br />ARTICLE V <br />REPRESENTATIONS AND WARRANTIES OF COMPANY <br /> <br />As of the Effective Date, Company represents and warrants to the City, as follows: <br />Section 5.01. Organization. Company is duly organized, validly existing and in <br />good standing under the laws of the State of Texas and is authorized to conduct business <br />or own real property in the State of Texas. The activities that Company proposes to carry <br />on at the Land may lawfully be conducted by Company. <br />Section 5.02. Authority. The execution, delivery and performance by Company <br />of this Agreement are within Company <br />Section 5.03. Valid and Binding Obligation. This Agreement is the legal, valid <br />and binding obligation of Company, enforceable against Company in accordance with its <br />terms except as limited by applicable relief, liquidation, conservatorship, bankruptcy, <br />moratorium, rearrangement, insolvency, reorganization or similar laws affecting the rights <br />or remedies of creditors generally, as in effect from time to time. <br />Section 5.04. No Defaults. Company is not in default in the performance, <br />observance or fulfillment of any of the obligations, covenants or conditions contained in <br />any agreement or instrument to which they are parties or by which they or any of their <br />property is bound that would have any material adverse effect on Company <br />perform under this Agreement. <br /> Section 5.05. Full Disclosure. Neither this Agreement nor any schedule or <br />Exhibit attached hereto in connection with the negotiation of this Agreement contains any <br />untrue statement of a material fact or omits to state any material fact necessary to keep the <br /> <br /> <br />