Laserfiche WebLink
activity, or any geographic limitation stated in this provision is longer or greater than the <br /> maximum limitation permitted by law, then the period of time, activity limitation, or geographic <br /> limitation therein shall be deemed to be the maximum permissible under the law. <br /> ARTICLE 10 <br /> CONDITIONS TO CLOSING <br /> 10.1 Conditions to Buyer's Obligations. The obligations of Buyer to consummate the <br /> transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to <br /> Closing of each of the following conditions unless waived by Buyer: <br /> 10.1.1 Representations and Warranties. All representations and warranties made <br /> by Seller contained in this Agreement shall be true and correct on the date hereof and as <br /> of the Closing Date as though such representations and warranties were made as of the <br /> Closing Date. <br /> 10.1.2 Covenants. Seller shall have materially performed or complied with all of <br /> the covenants and obligations to be performed or complied with by it under the terms of <br /> this Agreement on or prior to Closing. <br /> 10.1.3 Due Diligence. Buyer shall have completed customary due diligence of <br /> the Purchased Assets and the legal status of Seller. <br /> 10.1.4 Consents and Approvals. All Consents required to be obtained by Seller, <br /> and all Consents required to be obtained by Buyer, shall have been obtained. <br /> 10.1.5 Instruments of Assignment, Transfer and Conveyance. Seller shall have <br /> delivered to Buyer all instruments of assignment, transfer and conveyance of the <br /> Purchased Assets, and such other Closing documents as shall have been reasonably <br /> requested by Buyer, all in form and substance reasonably acceptable to Buyer. <br /> 10.1.6 Release of Liens. Any Liens on the Purchased Assets shall have been <br /> released or terminated as of the Closing and Seller shall have filed or delivered to Buyer <br /> as of the Closing evidence in form and substance satisfactory to Buyer of such release or <br /> termination. <br /> 10.2 Conditions to the Seller's Obligations. The obligations of Seller to consummate the <br /> transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the <br /> Closing of each of the following conditions: <br /> 10.2.1 Representations and Warranties. The representations and warranties of <br /> Buyer contained in this Agreement shall be true and correct on the date hereof and as of <br /> the Closing Date as though such representations and warranties were made as of the <br /> Closing Date. <br /> 10.2.2 Covenants. Buyer shall have materially performed or complied with all of <br /> the covenants and obligations to be performed or complied with by it under the terms of <br /> this Agreement on or prior to Closing. <br /> 9 <br />