Res 2006-016 - Laserfiche WebLink

Home Browse Search

--- --~-Vol F~ ii~i7:?~41` UF'F: 2ggii iii? 7.2.3. Consents. No consent, approval, order or authorization of, or declaration or filing with any governmental authority is required on the part of JQH in connection with the execution and delivery of this Agreement or for the performance of the transactions herein contemplated by the respective Parties hereto. 7.2.4. Litieation. To the best knowledge of JQH, there are no pending or, to the best knowledge of JQH, threatened, judicial, municipal or administrative proceedings, consent decree or, judgments which might effect JQH's ability to consummate the transaction contemplated hereby. 7.2.5. Leval Proceedines. To the best knowledge of JQH, no preliminary or permanent injunction or other order, decree, or ruling issued by a governmental entity, and no statute, rule, regulation, or executive order promulgated to enacted by a governmental entity, shall be in effect which restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement. 7.3. Guaran As the Trust is the sole member of JQH Development ,which is the sole member of JQH, and the City has consented to executing these documents with JQH, as opposed to the Trust, solely to accommodate the Trust's desired form of financing for construction of the Hotel, the Trust must execute, and deliver to the City, at the time JQH executes this Agreement, a Guaranty Agreement, in form and content attached hereto as Exhibit "F", whereby the Trust jointly and severally, and unconditionally, guarantees all of JQH's obligations under this Agreement, the Lease and all of the other Related Agreements. The Guaranty Agreement must be accompanied by a legal opinion from counsel to the Trust to the effect that (i) the Trust has been duly formed and is validly existing and has the power and authority to conduct its business as presently conducted and to execute and deliver said Guaranty Agreement and to perform all its obligations thereunder; (ii) the Trust has duly executed and delivered the Guaranty Agreement pursuant to all requisite authority; (iii) the Guaranty Agreement of the Trust constitutes the valid and binding obligations of the Trust and is enforceable against the Trust in accordance with its teens; and (iv) the execution and delivery by the Trust of its Guaranty Agreement does not, and if the Trust was to perform its obligations thereunder, such performance would not, result in any (a) violation of the organizational documents of the Trust; (b) violation of any existing federal or state constitution, statute, regulation, rule, order or law to which the Trust is subject; (c) breach of or a default under any agreement to which the Trust is a party; or (d) violation of any judicial or administrative decree, writ, judgment or order to which the Trust is subject. Such opinion letter must contain such other opinions as City may reasonably require and be in a form acceptable to the City. ARTICLE VIII DEFAULT AND REMEDIES 8.1. Default. The following are each an "Event of Default" under this Agreement: 8.1.1. Breach under Agreement. (i) A party breaches any of the terms or conditions of this Agreement, other than JQH's breach of its obligations under Section 3.6.1.2 hereof or any other provision of this Agreement requiring JQH to pay money to the 25 803273 4