Res 2005-091 - Laserfiche WebLink

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ARTICLE IV REPRESENTATIONS AND WARRANTIES. JQH hereby represents and warrants to City as follows: 4.1 Good Standing and Location. 4.1.1 JQH is a revocable trust formed under the laws of the State of Missouri and has the power and authority to own the Property, develop the Project, and to carry on its business in the State of Texas. The chief executive office (the "Chief Executive Office") of JQH is in the State of Missouri. 4.1.2 John Q. Hammons is an individual who is the sole trustee of JQH and whose principal residence (the "Principal Residence") is in the State of Missouri. 4.2 Authority and Compliance. JQH, acting by and through its sole Trustee, John Q. Hammons, has full power and authority to execute and deliver this Agreement and the other Loan Documents and to incur and perform the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary action. No consent or approval of any public authority (other than City in its capacity as a lender/grant maker hereunder) or other third party is required as a condition to the validity of any Loan Document, and JQH is in compliance with all laws and regulatory requirements to which it is subject. Prior to City making the Grant or extending any credit pursuant to the terms of this Agreement, JQH must provide to City evidence, in form and content acceptable to City in its sole discretion, that the execution, delivery and performance by JQH of this Agreement and any instrument or agreement required under this Agreement have been duly authorized. Notwithstanding anything contained herein to the contrary, City's review (and if applicable, approval) of any request by JQH hereunder in connection with this Agreement, or any of the other Loan Documents, shall constitute review and approval for purposes of such applicable agreement only, and shall not be deemed to constitute approval, or replace, City's right to review and approve same, under City's regulatory authority and/or police power under Texas or local law. 4.3 No Event of Default. There is no event that is, or with notice or passage of time, or both, would be an Event of Default (defined below) under this Agreement or any of the Loan Documents. 4.4 Binding Agreement. This Agreement and the other Loan Documents executed by JQH constitute valid and legally binding obligations of JQH, enforceable in accordance with their terms. 4.5 Litigation. There is no material proceeding involving JQH pending or, to the knowledge of JQH, threatened before any court or governmental authority, agency or arbitration authority, except as disclosed to City in writing and acknowledged by City prior to the date of this Agreement. 4.6 No Conflicting Agreements. There is no charter, bylaw, stock provision, partnership agreement, trust instrument or other document pertaining to the organization, power or authority of JQH and no provision of any existing agreement, mortgage, indenture or contract binding on JQH or affecting the Property, which would conflict with or in any way prevent the execution, delivery or carrying out of the terms of this Agreement and the other Loan Documents. 4.7 Ownership of Assets. Upon JQH's acquisition of the Property and the funding of the Grant and Loan, JQH will have good and indefeasible title to the Property and the Property will be free and clear of liens, except for (i) the Pernlitted Encumbrances and (ii) those granted to City pursuant to the Deed of Trust and/or any of the other Loan Documents. CITY OF SAN MARcos-JQH LOAN AGREEMENT 779097.9 5