7.2 EDSR 10-21-2024 - Laserfiche WebLink

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7 EL185\81\983245.v1 Borrower's, Corporate Guarantor’s and the Personal Guarantors’ federal and state income tax returns for the then current fiscal year, including all schedules. (n) Negative Covenants. Borrower covenants and agrees with Lender that while this Agreement is in effect, the Borrower shall not, without the prior written consent of Lender, which shall not be unreasonably withheld: (a) engage in any business activities substantially different than those in which the Borrower is presently engaged; (b) cease operations, liquidate, merge or consolidate with any other entity; (c) sell, assign or transfer any of the assets of the Borrower which are related to the Borrower's business, except in the ordinary course of business; or (d) purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure. 12. Warranties. Borrower represents and warrants to Lender the following: (a) The Borrower is a corporation duly formed, validly existing and in good standing under the laws of the State of Minnesota. (b) The making and performance of this Agreement, the Corporate Guarantor, the Security Agreement, the Mortgage and the execution and delivery of the Note and any other instrument required hereunder are within the powers of the Borrower and/or the Corporate Guarantor, and have been duly authorized by all necessary corporate action on the part of the Borrower and/or the Corporate Guarantor. This Agreement, the Mortgage, Security Agreement and the Note and any other instruments required hereunder have been duly executed and delivered and are the legal, valid and binding obligations of the Borrower and/or the Corporate Gurarantor, legally enforceable against it. (c) No litigation, tax claims or governmental proceedings are pending or threatened against the Borrower, the Corporate Guarantor or the Loan Property, and no judgment or order of any court or administrative agency is outstanding against the Borrower, the Corporate Guarantor or the Loan Property which would have a material adverse effect on Borrower or the Loan Property. (d) Borrower has filed all tax returns (federal and state) required to be filed for all prior years and paid all taxes shown thereon to be due, including interest and penalties. Borrower will file all such returns and pay all such taxes for the current and future years. Neither the Borrower, the Corporate Guarantor nor the Personal Guarantors have any material contingent obligations, liabilities for taxes, long-term leases, or unusual forward or long-term commitments not disclosed by, or reserved against, in the information submitted by Borrower, the Corporate Guarantor and the Personal Guarantors. Since the date of the latest of such statements, there has been no material adverse change in the financial condition of Borrower, the Corporate Guarantor or the Personal Guarantors from that set forth in the latest of such statements as at that date. (e) All information, financial or other, which has been submitted by Borrower, the Personal Guarantors, and the Corporate Guarantor in connection with the Loan is true, accurate and complete in all material respects. Borrower understands and Page 50 of 124