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3 <br />(b) Borrower’s delivery to Lender of each of the following: (i) certificate of <br />good standing, certified by the Secretary of State indicating that Borrower is in good standing <br />and authorized to do business in the State of California, and (ii) a certified resolution indicating <br />that Borrower has authorized this transaction and that the persons executing the Loan Documents on behalf of Borrower have been duly authorized to do so. <br />(c) No material adverse change as determined by Lender in its reasonable <br />judgment shall have occurred in the financial or other condition of Borrower since the date of <br />this Agreement. <br />2.4 NO OBLIGATION TO DISBURSE PROCEEDS UPON DEFAULT. Notwithstanding any other provision of this Agreement, the Lender shall have no obligation to <br />disburse or authorize the disbursement of any portion of the Loan Proceeds following: <br />(i) the failure of any of Borrower’s representations and warranties set forth in <br />this Agreement to be true and correct in all material respects; <br />(ii) the termination of this Agreement by mutual agreement of the Parties; <br />(iii) the conditions to disbursement of the Loan set forth in Section 2.3 have <br />not been satisfied within seven (7) days following the Effective Date, <br />unless an extension of such date is approved by Lender in writing; or <br />(iv) Lender’s declaration of any Event of Default hereunder. <br /> ARTICLE III <br />REPRESENTATIONS, WARRANTIES AND COVENANTS <br />3.1 Borrower makes the following representations, warranties and covenants and <br />acknowledges that Lender is relying thereupon in making the Loan: <br /> (a) LEGAL STATUS; AUTHORITY; OWNERSHIP. Borrower is a non-profit <br />entity duly organized and in good standing under the laws of the State of California. The persons executing this agreement on behalf of Borrower have been duly authorized to do so. Borrower has all requisite power and authority to execute, deliver and perform its obligations under the <br />Loan Documents. <br /> <br />(b) NO VIOLATION. The execution of the Loan Documents and Borrower’s performance thereunder do not and will not result in a breach of or constitute a default under any <br />agreement, indenture or other instrument to which Borrower is a party or by which Borrower <br />may be bound. <br />(c) AUTHORIZATION. The Loan Documents and the transactions contemplated <br />thereby have each been duly authorized by Borrower, and when executed and delivered will each constitute a valid and binding obligation of Borrower, enforceable in accordance with the <br />respective terms thereof.