ERMUSR HANDOUT 08-22-2016 - Laserfiche WebLink

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6.3 Liabilities and Obligations Pertaining to Accounts. Seller does not have any liabilities or obligations of any nature whatsoever pertaining to the Accounts, accrued or unaccrued, due or to become due, whether arising out of Contract, tort, Law or otherwise. 6.4 [Reserved] 6.5 Title to and Condition of Assets. Seller is the sole owner of and has good and marketable title to the Purchased Assets free and clear of all Liens. 6.6 Contracts.Schedule 2.1.1 contains a complete list of the Accounts, which are customers in good standing for security, monitoring, service and other goods and products pertaining to the Business and to be acquired by the Buyer. (b) Copies of all written contracts relating to the Accounts have been made available to Buyer. All such contracts are assignable to Buyer without any Consent, constitute legal, valid and binding obligations of customer identified therein, neither Seller nor any customer are in default under any contract, and all payments and performance by the Seller and any customer are current and will be current as of the Closing Date. 6.7 Litigation. Except routine customer complaints, no action, suit, claim, demand or other proceeding is pending or threatened against Seller in any court, arbitration tribunal, administrative agency, or otherwise, with respect to the Accounts, the Purchased Assets, and/or the Business or their operations. 6.8 Authority. Seller has the necessary power, authority, and legal capacity to enter into, execute and deliver this Agreement and to perform all of its obligations, undertakings and agreements to be observed and performed by it hereunder. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of Seller's governing body. This Agreement will constitute the valid and binding agreements of Seller, enforceable in accordance with their respective terms subject, as to the enforcement of remedies, to general equitable principles and to bankruptcy, insolvency and similar laws affecting creditors' rights generally. ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows: 7.1 Organization and Good Standing. Buyer is a limited liability company duly organized and existing under the laws of the State of Minnesota, and has all requisite power and authority to acquire the Purchased Assets from Seller and perform the other requirements of this Agreement. 7.2 Authority. Buyer has the necessary power, authority, and legal capacity to enter into, execute and deliver this Agreement and to perform all of its obligations, undertakings and agreements to be observed and performed by it hereunder. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of Buyer's Board of Governors. This Agreement will constitute the valid and binding agreements of Buyer, 6