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limited liability companyduly organized and in good standing under the laws of the State of <br /> California and whose sole member is Citizens Housing Corporation, a California nonprofit <br /> public benefit corporation. Assignor has the full right, power and authority to undertake all <br /> obligations of Assignor as provided herein, and the execution, performance and delivery of this <br /> Agreement by Assignor has been duly authorized by all requisite actions. The persons executing <br /> this Agreement on behalf of Assignor have been duly authorized to do so. This Agreement <br /> constitutes a valid and binding obligation of Assignor, enforceable in accordance with its terms. <br /> Assignor assumed all obligations of CHC under each of the Assigned Agreements pursuant to <br /> 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 Agency as follows. Assignee acknowledges that Assignor and Agency shall rely <br /> upon Assignee's representations made herein notwithstanding any investigation made by or on <br /> behalf of Assignee or Agency. <br /> (i) Authority. Assignee is a limited partnership, duly organized under the <br /> laws of the State of California. Assignor's general partner is Eden Surf LLC, a limited liability <br /> company, duly organized and in good standing under the laws of the State of California and <br /> whose sole member and manager is Eden Investments, Inc., a nonprofit public benefit <br /> corporation, duly organized and in good standing under the laws of the State of California and <br /> tax - exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. <br /> Assignee has the full right, power and authority to undertake all obligations of Assignee as <br /> provided herein and all obligations assumed by Assignee under the Assigned Agreements. The <br /> execution, performance and delivery of this Agreement by Assignee has been duly authorized by <br /> all requisite actions. The persons executing this Agreement on behalf of Assignee have been <br /> duly authorized to do so. This Agreement constitutes a valid and binding obligation of Assignee, <br /> enforceable in accordance with its terns. <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 /> 1725548A 3 <br />