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corporate authority under which it is organized; and Campbell Soup shall deliver to Paris <br />EDC on the effective date of this Agreement, a certificate of its lawfully provided for <br />resolutions authorizing the execution, delivery and performance of this Agreement, <br />together with an incumbency certificate identifying its executive officers and the officers <br />signing the documents. <br />C. Campbell Soup has received at this time all necessary rights, licenses, leases, permits and <br />other evidences of authority to conduct and cavy on its business in the State of Texas in <br />accordance with the representations it has made to Paris EDC herein. <br />D. Campbell Soup is aware of the statutory limitations upon Paris EDC in entering into this <br />Incentive Agreement with it, and is also aware of the use required by law to be made by <br />Campbell Soup of the funds paid hereunder by Paris EDC pursuant to the provisions of <br />the Texas Economic Development Corporation Act, Chapters 501 and 504 of the TEX. <br />LOC. GOVT CODE. Campbell Soup further acknowledges and agrees that the funds <br />provided to them hereunder as an economic incentive for creating new jobs and investing <br />its capital in the City of Paris; Lamar County, Texas shall be utilized solely for the <br />purposes authorized under the Texas Statute just cited and the terms of this Agreement. <br />If an audit should ever determine that the funds were not utilized by Campbell Soup for <br />these purposes. such determination shall constitute a default under this Agreement, <br />thereby entitling Paris EDC to exercise all of its remedies under this Agreement and <br />provided to Paris EDC by law. In this regard, Campbell Soup shall provide to Paris <br />EDC within thirty (30) days after request from Paris EDC, their annual financial <br />statements that Paris EDC shall require to confirm the uses of funds by Campbell Soup <br />and to verify the terms and provisions of this Agreement. <br />E. Campbell Soup represents that it is not involved in any bankruptcy proceedings at this <br />time, and that it has not filed a petition in bankruptcy, nor are any such proceedings <br />contemplated by them at this time. If Campbell Soup shall become the subject of <br />voluntary or involuntary bankruptcy proceedings during the term of this agreement, the <br />same shall constitute an event of default under this Agreement and under any tax <br />abatement agreements then in force and effect. In such event, no further incentive funds <br />to be advanced (if any), by Paris EDC under this Agreement shall be advanced, and any <br />obligations of Campbell Soup to repay incentive funds already advanced to it by Paris <br />EDC under the provisions herein shall be paid to Paris EDC within thirty (30) days after <br />demand from Paris EDC. <br />V. GENERAL PROVISIONS <br />A. This Agreement sets forth the entire understanding between the parties, and any other <br />understandings or agreements pertaining to the subject matters of this Agreement shall be <br />superseded by this Agreement upon the date of execution hereof. None of the terms of <br />this Agreement shall be waived, discharged, altered or modified in any respect, except by <br />an agreement in writing signed by both parties and specifically referring to this <br />Agreement. This Agreement is performable in Lamar County, Texas, and shall be <br />governed by, construed and enforced in accordance with the laws of the State of Texas. <br />N <br />