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accompanied by a certification that Company is in compliance with this Agreement <br /> for the applicable Sales Tax Revenue Computation Quarter. <br /> ARTICILE V <br /> REPRESENTATIONS AND WARRANTIES <br /> As of the Effective Date, Company represents and warrants to the City, as follows: <br /> Section 5.01. Organization. Company is a duly organized Texas limited <br /> partnership, validly existing and in good standing under the laws of the State of Texas and <br /> is authorized to conduct business or own real property in the State of Texas. The activities <br /> that Company proposes to carry on at the Project Site may lawfully be conducted by <br /> Company. <br /> Section 5.02. 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 5.03. 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 the Project <br /> Site is bound that would have any material adverse effect on Company's ability to perform <br /> under this Agreement. <br /> Section 5.04. Full Disclosure. To Company's and City's actual knowledge <br /> without duty to investigate, neither this Agreement nor any schedule or Exhibit attached <br /> hereto in connection with the negotiation of this Agreement contains any untrue statement <br /> of a material fact or omits to state any material fact necessary to keep the statements <br /> 6 <br /> 4874-3828-6824,v. 13 <br />