Agenda - Council - 09/08/2026 - Laserfiche WebLink

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If any of Seller's representations and warranties set forth in this Section 8 ("Seller Representations") are inaccurate in any material respect, Seller shall give the Buyer written notice thereof promptly after Seller's actual knowledge of the same, and, in either case, the Buyer shall have the right to terminate this Agreement prior to the earlier of five (5) days after such written notice or Closing, by delivery of written notice to Seller. All of the Seller Representations contained in this Agreement shall survive the Closing for twelve (12) months following the Closing Date. Seller Representations shall automatically be null and void and of no further force and effect after the date which is twelve (12) months following the Closing Date unless, prior to the end of such twelve (12) month period, the Buyer shall have commenced a legal proceeding against Seller, alleging that Seller was in breach of such Seller Representations when made, and that the Buyer have suffered actual damages as a result thereof. In no event will Seller have liability to the Buyer following Closing for any breach of a representation or warranty discovered by or disclosed to Buyer prior to Closing. The above representations and warranties of Seller shall be true, correct and complete in all material respects on and as of the Closing Date and the Buyer shall provide a certificate of such as of Closing Date ("Seller's Certificate"). 10. Buyer Representations and Warranties. Buyer has the requisite power and authority to enter into and perform this Agreement and the closing documents signed by Buyer; such documents have been or will be duly authorized by all necessary action on the part of the Buyer and have been or will be duly executed and delivered; such execution, delivery and performance by Buyer of such documents does not conflict with or result in a violation of Buyers' organizational documents or any judgment, order or decree of any court or arbiter to which Buyer is a party; such documents are valid and binding obligations of Buyer, and are enforceable in accordance with their terms, subject to applicable law pertaining to a bankruptcy by Buyer and general equitable principles. The person executing this Agreement on behalf of Buyer has the right, legal power and actual express authority to bind Buyer to the terms and conditions of this Agreement and such other documents as are contemplated or to be delivered by Buyer herein, and to bind Buyer thereto. The above representations and warranties of the Buyer shall be true, correct and complete in all material respects on and as of the Closing Date and the Buyer shall provide a certificate of such as of Closing Date ("Buyer's Certificate"). All of the Buyer representations and warranties contained in this Agreement shall survive the Closing for twelve (12) months following the Closing Date. Each such representation and/or warranty shall automatically be null and void and of no further force and effect after the date which is twelve (12) months following the Closing Date unless, prior to the end of such twelve (12) month period, Seller shall have commenced a legal proceeding against the Buyer, alleging that the Buyer was in breach of such representation or warranty when made, and that Seller has suffered actual damages as a result thereof. 11. Conditions Precedent to Obligation of Buyer. The obligation of the Buyer to consummate the transaction hereunder shall be subject to fulfillment on or before the time periods set forth below of all of the following conditions, all of which may be waived by the Buyer in its sole discretion: a. Seller shall have delivered to the Buyer all of the items required to be 8