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Provided the foregoing conditions have been satisfied and PrimeForm is otherwise in compliance <br />with this Agreement, the City shall pay to PrimeForm any Grant Payments due within 60 days <br />after the last to occur of the events in subsections (a), (b) (c) and (d) of this Section. <br />ARTICLE V <br />REPRESENTATIONS AND WARRANTIES OF PRIMEFORM <br />As of the Effective Date, PrimeForm represents and warrants to the City, as follows: <br />Section 5.01. Organization. PrimeForm is a limited liability duly organized, validly <br />existing and in good standing under the laws of the State of Delaware and authorized to conduct <br />business in the State of Texas. The activities that PrimeForm proposes to carry on at the Land <br />may lawfully be conducted by PrimeForm. <br />Section 5.02. Authority. The execution, delivery and performance by PrimeForm of <br />this Agreement are within PrimeForm's powers and have been duly authorized. <br />Section 5.03. Valid and Binding Obligation. This Agreement is the legal, valid and <br />binding obligation of PrimeForm, enforceable against PrimeForm in accordance with its terms <br />except as limited by applicable relief, liquidation, conservatorship, bankruptcy, moratorium, <br />rearrangement, insolvency, reorganization or similar laws affecting the rights or remedies of <br />creditors generally, as in effect from time to time. <br />Section 5.04. No Defaults. PrimeForm is not in default in the performance, observance <br />or fulfillment of any of the obligations, covenants or conditions contained in any agreement or <br />instrument to which PrimeForm is a party or by which PrimeForm or any of its property is bound <br />that would have any material adverse effect on PrimeForm's ability to perform under this <br />Agreement. <br />Section 5.05. Full Disclosure. Neither this Agreement nor any schedule or exhibit <br />attached hereto in connection with the negotiation of this Agreement contains any untrue <br />