Laserfiche WebLink
the CI-IC Assignment Agreement, which agreement was duly authorized, executed and delivered, <br /> and constitutes a valid and binding agreement enforceable in accordance with its terms. <br /> (iii) No Conflict. Assignor's execution, delivery and performance of its <br /> obligations under this Agreement will not constitute a default or a breach under any contract, <br /> agreement or order to which Assignor is a party or by which it is bound. All consents required by <br /> third parties to the assignments contemplated by this Agreement have been obtained. <br /> (iv) No Litigation or Other Proceeding, No litigation or other proceeding <br /> (whether administrative or otherwise) is outstanding or has been threatened which would <br /> prevent, hinder or delay the ability of Assignor to perform its obligations under this Agreement. <br /> (v) No Bankruptcy. Assignor is not the subject of a bankruptcy or insolvency <br /> proceeding. <br /> 4. Assignee's Representations. Assignee represents and warrants for the benefit of <br /> Assignor and City as follows. Assignee acknowledges that Assignor and City shall rely upon <br /> Assignee's representations made herein notwithstanding any investigation made by or on behalf <br /> of Assignee or City. <br /> (1) Authority. Assignee is a limited partnership, duly organized under the <br /> laws of the State of California. Assignor's general partner is a limited liability company, duly <br /> organized and in good standing under the laws of the State of California and whose managing <br /> member is a nonprofit public benefit corporation, duly organized and in good standing under the <br /> laws of the State of California and tax- exempt under Section 50I (c)(3) of the Internal Revenue <br /> Code of 1986, as amended. Assignee has the full right, power and authority to undertake all <br /> obligations of Assignee as provided herein and all obligations assumed by Assignee under the <br /> Assigned Agreements. The execution, performance and delivery of this Agreement by Assignee <br /> has been duly authorized by all requisite actions. The persons executing this Agreement on <br /> behalf of Assignee have been duly authorized to do so. This Agreement constitutes a valid and <br /> binding obligation of Assignee, enforceable in accordance with its terms. <br /> (ii) No Conflict. Assignee's execution, delivery and performance of its <br /> obligations under this Agreement will not constitute a default or a breach under any contract, <br /> agreement or order to which Assignee is a party or by which it is bound. All consents required <br /> by third parties to Assignee's performance contemplated by this Agreement and the Assigned <br /> Agreements have been obtained. <br /> (iii) No Litigation or Other Proceeding, No litigation or other proceeding <br /> (whether administrative or otherwise) is outstanding or has been threatened which would <br /> prevent, hinder or delay the ability of Assignee to perform its obligations under this Agreement <br /> or the Assigned Agreements. <br /> (iv) No Bankruptcy. Assignee is not the subject of a bankruptcy or insolvency <br /> proceeding. <br /> 1725194.3 3 <br />