2017-039 - Agreements to Amend and Terminate an Economic Incentive Agreement between Campbell Soup and PEDC

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5, Fail to comply with all terms and conditions of this Agreement. or 6. Make any false representations or warranties to Paris EDC to induce this economic incentive agreement, Is uncur-cal "MYS 471M, WTILLCII IJULICC 11*1fl r'U1-JNCLA- default, Pans EDC shall have the right to� L Suspend anid refuse to pay to Campbell Soup any unfunded portions of the Economic Incentives referenced in, this Agreement 1 Sue for reimbivserrient and/or repayment of all Economic Incentive paym ents paid by Paris EDC to Campbell Soup pursuant to this Ag�reement, plus interest, costs and attorney's fee& 3. Suspend as of the tax year in whieb the Event of'Default occurs, all tax abaternents granted to Campbell Soup which are still in force and effect, so ftt Campbell Soup will be required to pay ad valorem taxes at t�he market value of the improvements with respect to which taxes have been ebated for the year in which the: Event of Default occurs and all future years. Digpute Mediation: Notwithstanding the foregoing provistom to the contrary, the parties hereto agree to mediate any disputes they have against one another before fil-ing a lawsuit. The parties will attempt to agree on a professional attorney/mediator based in or Willing to conduct the mediation in Paris, Texas, but if this is nut possible, the parties will engage an of Pads, Texas,. Each Wy agrees to mediate in good faith to atterript to resolve any dispute here -under', to pay an undivided one-half of the mediation costs, and each party's: own attorneys fees; and to bring an authorized representative of the parly to the mediation having settlement authority; providexL however, that any settlement which requires payment to be made by Paris EDC is subject to fonnal approval ofthe payrrem at the next available meeting of the Board of Directors of Paris EDC. IN'. AMMONAL REPRESENTATIONS AND WARRANTIES: Campbell Soup hereby represents and warrants to Payis EDC that th,e following representations are tnre: wid correct as of the d:ate of execution hereof and will continue to be true and correct throughout the term of this Agreement: A, Campbell Soup is duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business in the State o,f Texas, &S A fbreign limited liability company, acrd has all corporate power and authority to carry on its Wsiness as presently conducted in'Texas. B. Campbell Soup warrants and represents that it has the authority to enter into and to perform this Agreement, and that, the person signing this Agreement on behalf of' Campbell Soup is duly auffiorized to do so by the members of Campbell Soup Supply Company, LLC and by any authority needed by its parent emporation or by other