Common use of Representations of the Authority Clause in Contracts

Representations of the Authority. The Authority hereby represents to the City that: (A) The Authority is duly authorized, created and existing in good standing under the laws of the State of Texas and is duly qualified and authorized to carry out the governmental functions and operations contemplated by this Agreement. (B) The Authority has the power, authority, and legal right to enter into and perform this Agreement and the execution, delivery, and performance hereof (a) have been duly authorized, (b) to the best of the Authority’s knowledge, will not violate any applicable judgment, order, law, or regulation, and (c) do not constitute a default under, or result in the creation of, any lien, charge, encumbrance, or security interest upon any assets of the Authority under any agreement or instrument to which the Authority is a party or by which the Authority or its assets may be bound or affected. (C) The Public Improvements and the Project Costs are components of or are consistent with the Project and Financing Plan, and the Project Costs are eligible for reimbursement in accordance with the Act. (D) This Agreement has been duly authorized, executed, and delivered by the Authority and, constitutes a legal, valid, and binding obligation of the Authority, enforceable in accordance with its terms except to the extent that (a) the enforceability of such instrument may be limited by bankruptcy, reorganization, insolvency, moratorium, or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors’ rights and (b) certain equitable remedies including specific performance may be unavailable. (E) The execution, delivery, and performance of this Agreement by the Authority do not require the consent or approval of any person which has not been obtained. (F) The Authority has an exemption from the payment of sales and use taxes pursuant to the statute under which the Authority was created. (G) The Mission Agreement, approved by the City pursuant to Ordinance No. 2768, remains in full force and effect and has not been amended or supplemented since the date of its adoption and, to the best of the Authority’s knowledge, no amendment of or supplement to Ordinance No. 2768 is contemplated by the Authority or the City Council.

Representations of the Authority. The Authority hereby represents to the City that: : (Aa) The Authority it is a port authority and political subdivision and body corporate and politic duly authorized, created organized and validly existing in good standing under the laws of the State; (b) it is not in violation of or in conflict with any provisions of the laws of the State or of Texas and is duly qualified and authorized the United States of America applicable to the Authority which would impair its ability to carry out its obligations contained in this Agreement or the governmental functions and operations contemplated by this Agreement. other Operative Documents to which it is a party; (Bc) The Authority has the power, authority, and legal right it is legally empowered to enter into and perform the transactions contemplated by this Agreement and the other Operative Documents to which it is a party; (d) the execution, delivery, delivery and performance hereof (a) have been duly authorized, (b) of this Agreement and the other Operative Documents to the best of the Authority’s knowledge, which it is a party do not and will not violate or conflict with any provision of law applicable judgment, order, law, or regulationto the Authority, and (c) do not constitute a default undernot, and will not, conflict with or result in the creation of, any lien, charge, encumbrance, or security interest upon any assets of the Authority a default under any agreement or instrument to which the Authority is a party or by which it is bound which would have an adverse effect on the Authority’s ability to perform its obligations under any of the Operative Documents to which it is a party (other than such adverse effect which is not material); (e) its Legislative Authority or its assets may be bound or affected. (C) The Public Improvements has duly authorized the execution, delivery and performance of this Agreement and the Project Costs are components of or are consistent with the Project and Financing Plan, other Operative Documents to which it is a party; (f) this Agreement and the Project Costs are eligible for reimbursement in accordance with the Act. (D) This Agreement has been duly authorizedother Operative Documents to which it is a party, executed, when executed and delivered by the Authority andAuthority, constitutes a will constitute the legal, valid, valid and binding obligation obligations of the Authority, enforceable against it in accordance with its the respective terms thereof, except to the extent that (a) the as enforceability of such instrument may be limited by the application of bankruptcy, insolvency, reorganization, insolvency, moratorium, or liquidation, fraudulent conveyance and other similar laws of general application and equitable principles now or hereafter in effect from time to time relating to or affecting the enforcement of enacted respecting creditors’ rights or remedies generally; (g) it has duly accomplished all conditions necessary to be accomplished by it prior to the issuance and delivery of the Bonds; and (bh) certain equitable remedies including specific performance may be unavailable. (E) The execution, delivery, and performance it will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement and the other Operative Documents to which it is a party by the Authority do not require the consent or approval of any person which has not been obtainedsuccessor public body. (F) The Authority has an exemption from the payment of sales and use taxes pursuant to the statute under which the Authority was created. (G) The Mission Agreement, approved by the City pursuant to Ordinance No. 2768, remains in full force and effect and has not been amended or supplemented since the date of its adoption and, to the best of the Authority’s knowledge, no amendment of or supplement to Ordinance No. 2768 is contemplated by the Authority or the City Council.

Representations of the Authority. The Authority hereby represents to the City that: (A) The Authority is duly authorized, created created, and existing in good standing under the laws of the State of Texas and is duly qualified and authorized to carry out the governmental functions and operations contemplated by this Agreement. (B) The Authority has the power, authority, and legal right to enter into and perform this Agreement and the execution, delivery, and performance hereof hereof (a) have been duly authorized, ; (b) to the best of the Authority’s knowledge, will not violate any applicable judgment, order, law, or regulation, ; and (c) do not constitute a default under, or result in the creation of, any lien, charge, encumbrance, or security interest upon any assets of the Authority under any agreement or instrument to which the Authority is a party or by which the Authority or its assets may be bound or affected. (C) The Public Improvements and the Project Costs are components of or are consistent with the Project and Financing Plan, and the Project Costs are eligible for reimbursement in accordance with the ActAct to the best of the Authority’s knowledge and belief. (D) This Agreement has been duly authorized, executed, and delivered by the Authority and, constitutes a legal, valid, and binding obligation of the Authority, enforceable in accordance with its terms except to the extent that (a) the enforceability of such instrument may be limited by bankruptcy, reorganization, insolvency, moratorium, or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors’ rights rights; and (b) certain equitable remedies including specific performance may be unavailable. (E) The execution, delivery, and performance of this Agreement by the Authority do not require the consent or approval of any person which has not been obtained. (F) The Authority has an exemption from the payment of sales and use taxes pursuant to the statute under which the Authority was created. (G) The Mission Agreement, approved by the City pursuant to Ordinance No. 2768, remains in full force and effect and has not been amended or supplemented since the date of its adoption and, to the best of the Authority’s knowledge, no amendment of or supplement to Ordinance No. 2768 is contemplated by the Authority or the City Council.

Representations of the Authority. The Authority hereby represents to the City that: (A) The Authority is duly authorized, created and existing in good standing under the laws of the State of Texas and is duly qualified and authorized to carry out the governmental functions and operations contemplated by this Agreement. (B) The Authority has the power, authority, and legal right to enter into and perform this Agreement and the execution, delivery, and performance hereof (a) have been duly authorized, ; (b) to the best of the Authority’s knowledge, will not violate any applicable judgment, order, law, or regulation, ; and (c) do not constitute a default under, or result in the creation of, any lien, charge, encumbrance, or security interest upon any assets of the Authority under any agreement or instrument to which the Authority is a party or by which the Authority or its assets may be bound or affected. (C) The Public Improvements and the Project Costs are components of or are consistent with the Project and Financing Plan, and the Project Costs are eligible for reimbursement in accordance with the ActAct to the best of the Authority’s knowledge and belief. (D) This Agreement has been duly authorized, executed, and delivered by the Authority and, constitutes a legal, valid, and binding obligation of the Authority, enforceable in accordance with its terms except to the extent that (a) the enforceability of such instrument may be limited by bankruptcy, reorganization, insolvency, moratorium, or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors’ rights rights; and (b) certain equitable remedies including specific performance may be unavailable. (E) The execution, delivery, and performance of this Agreement by the Authority do not require the consent or approval of any person which has not been obtained. (F) The Authority has an exemption from the payment of sales and use taxes pursuant to the statute under which the Authority was created. (G) The Mission Agreement, approved by the City pursuant to Ordinance No. 2768, remains in full force and effect and has not been amended or supplemented since the date of its adoption and, to the best of the Authority’s knowledge, no amendment of or supplement to Ordinance No. 2768 is contemplated by the Authority or the City Council.