Res 2006-016 - Laserfiche WebLink

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BE: Vol F~ fi6i:i2491~ DF'R ?99ii 6111 in the City's sole discretion on or before the date on which JQH is obligated to Commence Construction of the Hotel, City may terminate this Agreement and thereafter neither party shall have any further rights or obligations one unto the other hereunder unless, at such time, the Parties enter into a written agreement acknowledging that this Agreement shall continue notwithstanding the failure of said condition to have been timely satisfied. ARTICLE VII REPRESENTATIONS, WARRANTIES AND COVENANTS 7.1. Representations and Warranties of the Citv. The City hereby represents and warrants to JQH that the following statement is true as of the date hereof: 7.1.1. Due Authority; No Conflict. The City has all requisite power and authority to execute this Agreement and to carry out its obligations hereunder and the transactions contemplated hereby. This Agreement has been, and the documents contemplated hereby will be, duly executed and delivered by the City and constitute legal, valid and binding obligations enforceable against the City in accordance with the terms. The consummation by the City of the transactions contemplated hereby is not in violation of or in conflict with, nor does it constitute a default under, any of the tenms of any agreement or instrument to which the City is a party, or by which the City is bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority. 7.2. JOH's Representations and Warranties. JQH represents and warrants to the City that the following representations and warranties are true as of the date hereof: 7.2.1. Due Oreanization and Ownership. JQH is a limited liability company validly existing under the laws of the State of Missouri and is duly qualified to do business in the State of Texas; and that the person executing this Agreement on behalf of JQH is authorized to enter into this Agreement. The sole member of JQH is John Q. Hammons Hotels Development, LLC ("JQH Development") and the sole member of JQH Development is the Trust. 7.2.2. Due Authority: No Conflict. JQH has all requisite power and authority to execute and deliver this Agreement and to carry out its obligations hereunder and the transactions contemplated hereby. This Agreement has been, and the documents contemplated hereby will be, duly executed and delivered by JQH and constitute JQH's legal, valid and binding obligations enforceable against JQH in accordance with their terms. The consummation by JQH of the transactions contemplated hereby is not in violation of or in conflict with, nor does it constitute a default under, any term or provision of the organizational documents of JQH, or any of the terms of any agreement or instrument to which JQH is a party, or by which JQH is bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority. 24 803273.4