9093-19 13900 Lake Ave. Econ Dev Rebate

Home Browse Search

ARTICLE 111 -REPRESENTATIONS AND WARRANTIES Grantee 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 an Ohio limited liability company, 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 and to borrow hereunder. Section 3.02 Authorization Grantee's act of entering into and performing under this Agreement, including the execution and delivery of the Grant Documents, 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 organization or operating agreement 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 Enforceability 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 Grantee is not in default of any obligation, covenant, or condition contained in any bond, debenture, note, or other evidence of indebtedness or any mortgage or collateral instrument securing the same. Page 5 of 18