ERMUSR HANDOUT 08-22-2016 - Laserfiche WebLink

Home Browse Search

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.No Consents. No Consent of, or notice to, any Governmental Entity, or any other Person, is required to be obtained or given by the Buyer in connection with the execution, delivery or performance of this Agreement or any other agreement or document to be executed, delivered or performed hereunder by the Buyer, except for the consent of Buyer's sole member, which has been acquired as of the Effective Date. ARTICLE 8 PRE-CLOSING COVENANTS 8.1 Covenants of the Seller. Seller covenants and agrees with Buyer that from the date hereof until the Closing or other termination of this Agreement, unless otherwise consented to in writing by Buyer: 8.1.1. Investigation. Seller shall, upon reasonable notice from Buyer and at reasonable times allow Buyer and its representatives full access during normal business hours to all its property, offices, books, contracts, records and affairs, excluding private data as fefined in Minn. Statute Chapter 13, for the purpose of completing its due diligence on the Purchase Assets; provided that such access shall not unreasonably interfere with the operation and conduct of the Business, and both parties shall adhere to normal security procedures in connection with such access. Subsequent to the execution of this Agreement, Seller shall furnish its customer list to Buyer at such time as it is requested by Buyer, and satisfactory to Seller, so as to enable Buyer to enter said information into its data base and prepare it for a seamless transition of delivery services to the Accounts and the newly acquired customers as of the Closing Date. 8.1.2. Conduct of Business; No Material Adverse Change. Seller will: (i) conduct its business only in the ordinary course; (ii) make no material change in the Accounts; (iii)not waive any material rights under or terminate any Specified Account; (iv) perform in all material respects all of its obligations under all Accounts; (v) and keep all Accounts in good standing and with no default. 8.1.3. Exclusivity. Seller will neither, directly or indirectly, take any action to solicit indications of interest or offers for the purchase and sale of the Purchased Assets. 8.1.4. Consents and Approvals. Seller agrees that as promptly as possible following the execution of this Agreement Seller shall use its best efforts to obtain all Consents to assignment for the Contracts which require consent to assignment. 8.1.5. Payment of Indebtedness. Prior to or contemporaneously with the Closing, Seller shall arrange for the termination or release of all Liens, if any, on the Purchased Assets securing or related to such Indebtedness. 8.1.6 Servicing of Accounts. Buyer shall service and maintain the Accounts and any new accounts pending Close on terms and conditions that are ordinary and customary for third party management and assistance with security account maintenance. Seller's management will coordinate with Buyer's management on the logistics and specifics of 7