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to 50%of the Real Property Taxes paid to and received by the City for that calendar year.In effect, <br /> all Grant Payments by the City to the Developer shall be for the unleased portion of the Building <br /> Improvements subject to the maximum grant amount for each year of the agreement Term. <br /> ARTICLE V <br /> REPRESENTATIONS AND WARRANTIES OF DEVELOPER <br /> As of the Effective Date,the Developer represents and warrants to the City, as follows: <br /> Section 5.01. Organization. The Developer is a limited partnership, duly organized, <br /> validly existing and in good standing under the laws of the State of Texas and authorized to conduct <br /> business in the State of Texas. The obligations of Developer under this Agreement may lawfully <br /> be conducted by the Developer. <br /> Section 5.02. Authority. The execution, delivery and performance by the Developer of <br /> this Agreement are within the Developer's powers and have been duly authorized by all necessary <br /> action of the Developer. <br /> Section 5.03. No Conflicts. Neither the execution and delivery of this Agreement, nor <br /> the consummation of any of the transactions herein contemplated, nor compliance with the terms <br /> and provisions hereof will contravene the organizational documents of the Developer or, to <br /> Developer's actual knowledge, any provision of law, statute, rule or regulation to which the <br /> Developer is subject or any judgment, decree, license,order or permit applicable to the Developer, <br /> or will conflict or be inconsistent with, or will result in a material breach of any of the material <br /> terms of the covenants, conditions or provisions of, or constitute a delay under, or result in the <br /> creation or imposition of a lien upon any of the property or assets of the Developer pursuant to the <br /> terms of any indenture, mortgage, deed of trust, agreement or other instrument to which the <br /> 5 <br />