SR 05:169 - Laserfiche WebLink

2. The Resolution was duly adopted at a meeting of the Governing Body, which was called and held pursuant to law and with all public notice required by law, and at which a quorum was present and acting throughout, and the Resolution is in full force and effect and has not been modified, amended or rescinded since the date of its adoption. 3. To our best knowledge, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or threatened in any way against the Seller (i) affecting the existence of the Seller or the rifles of its Governing Body members or officers to their respective offices, (ii) seeking to restrain or to enjoin the sale of the VLF Receivable or to direct the application of the proceeds of the sale thereof, (iii) in any way contesting or affecting the validity or enforceability of the Resolution, the Seller Documents or any other applicable agreements or any action of the Seller contemplated by any of said documents, (iv) in any way contesting the powers of the Seller or its authority with respect to the Resolution or the Seller Documents or any other applicable agreement, or any action on the part of the Seller contemplated by any of said documents, or (v) in any way seeking to enjoin or restrain the Seller from selling the VLF Receivable or which, if determined adversely to the Seller, would have a material and adverse effect upon the Seller's ability to sell the VLF Receivable. 4. To our best knowledge, prior to the sale of the VLF Receivable to the Purchaser, the Seller had not sold, transferred, assigned, set over or othenvise conveyed any right, title or interest of any kind whatsoever in all or any portion of the Seller's VLF Receivable, nor had the Seller created, or permitted the creation of, any Lien thereon. 5. The Seller has duly authorized and executed the Seller Documents. 6. Assuming delivery of the Seller Documents by the Seller and the due authorization execution and delivery of the Seller Documents by the Purchaser, each Seller Document will be legal, valid and binding against the Seller and enforceable against the Seller in accordance with its own terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or laws relating to or affecting creditors' rights, and the application of equitable principles and the exercise of judicial discretion in appropriate areas. No opinion is expressed concerning the obligation of the State of California to make any payment of the VLF Receivable pursuant to Section 10754.11 of the Revenue and Taxation Code, nor is any opinion expressed with respect to the ability of the State to enact any change in the law applicable to the Seller Documents (including, without limitation, Section 10754.11 of the Revenue and Taxation Code or Section 6588.5 of the Government Code). Furthermore, we express no opinion as to the value of the VLF Receivable or as to any legal or equitable remedies that may be available to any person should the VLF Receivable have little or no value. Taxable B 1-2 DOCSSF1:817948.1