8923-17 Economic Development Grant to University Tees

Home Browse Search

Nick Dadas University Tees, Inc. 13000 Athens Avenue #210 Lakewood, Ohio 44107 ARTICLE III - REPRESENTATIONS AND WARRANTIES Borrower represents and warrants to the City as of the Execution Date and throughout the term of this Agreement each of the requirements set forth in Section 3.01 to Section 3.11. Section 3.01 Organization Grantee is a for profit corporation, duly organized, validly existing, and in good standing under the laws of Ohio and has power to carry on its business as it is presently being conducted, to enter into and observe the provisions of the Grant Documents. Section 3.02 Authorization Grantee's act of entering into and performing under this Agreement has been duly authorized by all necessary company action and will not violate any law, rule, regulation, order, writ, judgment, decree, determination or award presently in effect and having applicability to Grantee or any provision of Grantee's articles of incorporation or bylaws or result in a breach of, or constitute a default under, any indenture, bank loan, credit agreement, or any other agreement or instrument to which Grantee is a party or by which it or its property may be bound or affected. Section 3.03 Enforceabilitv When this Agreement is executed by both Grantee and the City, certified by the City's Director of Finance and approved by the City's Director of Law, and when the Grant Documents are executed and delivered by Grantee for value, each such instrument shall constitute the legal, valid, and binding obligation of the parties thereto in accordance with its terms. Section 3.04 Litigation There are no legal actions, suits, or proceedings pending, or, to the knowledge of Grantee, threatened against Grantee before any court or arbitrator, or administrative agency, which, if determined adversely to Grantee, would have an adverse effect on the financial condition or business of Grantee which have not been disclosed to the City. Section 3.05 Governmental Consents No authorization, consent, or approval, or any formal exception of any governmental body, regulatory authorities (federal, state, or local) or mortgagor, creditor, or third party is or was necessary to the valid execution and delivery by Grantee of the Grant Documents. Section 3.06 Absence of Default Page 5 of 22