Laserfiche WebLink
7 <br />611366v1EL185-30 <br />(b) The making and performance of this Agreement and the execution and <br />delivery of the Note, the Mortgage, the Security Agreement and any other instrument <br />required hereunder are within the powers of the Borrower and the Entity Guarantor and <br />have been duly authorized by all necessary company action on the part of the Borrower <br />and the Entity Guarantor. This Agreement and the Note, Mortgage, Security Agreement <br />and any other instruments required hereunder have been duly executed and delivered and <br />are the legal, valid and binding obligations of the Borrower and the Entity Guarantor <br />enforceable in accordance with their respective terms. <br /> <br />(c) No litigation, tax claims or governmental proceedings are pending or <br />threatened against the Borrower, the Entity Guarantor or the Loan Property, and no <br />judgment or order of any court or administrative agency is outstanding against the <br />Borrower, the Entity Guarantor or the Loan Property which would have a material <br />adverse effect on Borrower, the Entity Guarantor or the Loan Property. <br /> <br />(d) Borrower and the Entity Guarantor have filed all tax returns (federal and <br />state) required to be filed for all prior years and paid all taxes shown thereon to be due, <br />including interest and penalties. Borrower and the Entity Guarantor will file all such <br />returns and pay all such taxes for the current and future years. <br /> <br />(e) All information, financial or other, which has been submitted by <br />Borrower, the Guarantors in connection with the Loan is true, accurate and complete in <br />all material respects. <br /> <br />(f) Entity Guarantor is under common ownership. <br /> <br />14. Indemnification. Borrower agrees to indemnify Lender and save it harmless <br />against all loss, liability, expense, or damages including but not limited to attorneys’ fees, which <br />may arise by reason of the assertion of any lien against the Loan Property or the Equipment. <br />Borrower will indemnify and hold Lender harmless from any damages Lender may suffer or <br />incur from Borrower’s breach of its covenant in this Agreement. <br /> <br />15. Defaults. Each of the following shall constitute an Event of Default: <br /> <br />(a) If Borrower or Entity Guarantor abandons the Loan Property, work on the <br />construction of the Improvements is halted or the Improvements are not constructed in <br />accordance with the Agreement. <br /> <br />(b) Bankruptcy, reorganization, assignment, insolvency or liquidation <br />proceedings, or other proceedings for relief under any applicable bankruptcy law or other <br />law for relief of debtors are instituted by or against Borrower and, if such proceedings are <br />instituted against Borrower, an order, judgment or decree, without the consent of <br />Borrower appointing a trustee or receiver for Borrower or any part of its property or <br />approving a petition under the bankruptcy laws of the United States or any similar laws <br />of any state or other competent jurisdiction, shall have remained in force undischarged or <br />unstayed for a period of thirty (30) days.