AgdaPkt 2020-03-09 Joint - Laserfiche WebLink

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6.C. - Page 73 of 111 or in equity, before or by any court, board, commission or agency. Developer is not the subject of any bankruptcy or insolvency proceeding, and no general assignment or general arrangement for the benefit of creditors or the appointment of a trustee or receiver to take possession of all or substantially all of Developer's assets has been made. 2.2 Representations of HHDC. (a) Organization. HHDC is a California nonprofit public benefit corporation, duly organized and in good standing under the laws of the State of California, and tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. (b) Authority. HHDC has full power and authority to execute and deliver this Agreement and the Regulatory Agreement, and to perform and observe the terms and provisions of such agreements. (c) Authority of Persons Executing Documents. This Agreement and the Regulatory Agreement have been or will be executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of HHDC, and all actions required under HHDC's organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and the Regulatory Agreement have been duly taken or will have been duly taken as of the date of execution and delivery of such documents. (d) Valid and Binding Agreements. This Agreement and the Regulatory Agreement constitute, or if not yet executed or delivered, will when so executed and delivered, constitute legal, valid and binding obligations of HHDC, enforceable in accordance with their respective terms, subject to laws affecting creditors' rights and principles of equity. (c) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement or the Regulatory Agreement, nor the performance of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency binding on HHDC, or any provision of the organizational documents of HHDC, or will conflict with or constitute a breach of or a default under any agreement to which HHDC is a party. (f) Pending Proceedings. HHDC is not in default under or in violation of any law or regulation or under any order of any court, board, commission or agency whatsoever, and to the best knowledge of HHDC's officers, there are no claims, actions, suits or proceedings pending or threatened against or affecting HHDC or the Rolison Property, at law or in equity, before or by any court, board, commission or agency. HHDC is not the subject of any bankruptcy or insolvency proceeding, and no general assignment or general arrangement for the benefit of creditors or the appointment of a trustee or receiver to take possession of all or substantially all of HHDC's assets has been made. i� ��RlJ►�►i].�ZI�►�1] ATTYIAGR.2020.0391Premia 1180 Main Owner, LLG (Page 5 of 42) 100