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5. Seller Representations and Warranties. Seller represents and warrants to Buyer <br />as follows: <br />a. Organization and Authority. Seller is a duly organized, validly existing, <br />limited liability company in good standing under the laws of the State of Ohio. Seller has <br />all necessary power and authority to enter into this Agreement and to consummate the <br />transactions contemplated hereby. <br />b. Title to Transferred Assets and Rights. Seller has good and marketable <br />title to the Transferred Assets and Rights, free and clear of all liens, claims, and <br />encumbrances. <br />C. No Conflicts. The execution, delivery, and performance of this <br />Agreement by Seller do not and will not (i) violate any law, statute, ordinance, rule, or <br />regulation applicable to Seller, (ii) violate any provision of the articles of incorporation or <br />bylaws of Seller, or (iii) conflict with, result in a breach of, or constitute a default under <br />any contract or agreement to which Seller is a party or by which Seller is bound. <br />d. Litigation. There are no claims, actions, suits, investigations, or <br />proceedings pending or, to the knowledge of Seller, threatened against Seller that would <br />reasonably be expected to have a material adverse effect on the Transferred Assets and <br />Rights or the ability of Seller to perform its obligations under this Agreement. <br />e. Taxes. All taxes and other governmental charges payable by Seller with <br />respect to the Transferred Assets and Rights have been timely paid or accrued on the <br />books of Seller. <br />6. Buyer Representations and Warranties. Buyer represents and warrants to Seller <br />as follows: <br />a. Organization and Authority. Buyer is a municipal corporation under Ohio <br />law with the necessary power and authority to enter into this Agreement and to <br />consummate the transactions contemplated hereby. <br />b. No Conflicts. The execution, delivery, and performance of this <br />Agreement by Buyer do not and will not (i) violate any law, statute, ordinance, rule, or <br />regulation applicable to Buyer, or (ii) conflict with, result in a breach of, or constitute a <br />default under any contract or agreement to which Buyer is a party or by which Buyer is <br />bound. <br />7. Conditions to Closing. The obligations of Buyer and Seller to consummate the <br />transactions contemplated hereby are subject to the satisfaction of the following conditions: <br />a. No Litigation. There shall be no claim, action, suit, investigation, or <br />proceeding pending or threatened against Buyer, Seller, or the Transferred Assets and <br />2 <br />