7.1. SR 06-19-2006 - Laserfiche WebLink

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any of the foregoing representations and warranties. In the event any of the foregoing representations is not in any material respect true as of the Closing Date, Buyer may, without waiving any other right of remedy it may have, terminate this Agreement by notice to Seller. 5.1.12. As used in this Agreement, "to the best of Seller's knowledge," "to Seller's knowledge," and any other statements regarding the knowledge or awareness of Seller shall mean the actual knowledge of any current elected officer ofthe Seller, without investigation or inquiry. 5.1.13. The representations and warranties set forth in this paragraph shall be continuing and shall be true and correct on and as of the Closing Date with the same force and effect as if made at that time and said representations and warranties shall survive the Closing for a period of one (1) year. Any claim or cause of action by Buyer must be filed before the expiration of said one (1) year period or shall be barred. Seller agrees to indemnify and hold Buyer harmless from and against and to reimburse Buyer with respect to any and all claims, demands, causes of action, loss, damage, liabilities, and costs (including attorney's fees and court costs) asserted against or incurred by Buyer caused by the breach of any representation, warranty or covenant as set forth in this paragraph, except that any claim or cause of action must be filed within one (1) year after the Closing Date or shall be waived and barred. Seller's obligations and liabilities under this paragraph shall be limited to Buyer's actual, direct damages caused by Seller's breach, and in no event shall Seller be liable for lost profits or other consequential damages. 5.2. Representations and Warranties by Buyer. Buyer represents and warrants to Seller as of the Effective Date, the Closing Date and all dates in between, as follows: 5.2.1. Buyer is duly incorporated and qualified to transact business in the State of Minnesota; Buyer has the requisite corporate power and authority to enter into and perform this Agreement. 5.2.2. Buyer acknowledges that Buyer has had and/or will have the opportunity to inspect, inquire about, investigate and examine the Property and matters regarding the Property and that Buyer has or will obtain and/or perform, at Buyer's sole cost and expense, all such inspections, assessments, inquiries, investigations, examinations, studies, tests and reports that Buyer deems appropriate or otherwise desires (collectively referred to herein as "Due Diligence"). Seller and Buyer agree that Buyer will accept possession of the Property in it's AS-IS condition, WITH ALL FAULTS. Except for the warranties and representations explicitly set forth in this Agreement, such sale shall be without any other representation or warranty of any kind, express or implied, and Seller, for Seller, Seller's agents, attorneys, Page 9 Version Date: 6/15/06 C:\Documents and Settings\tallardlLocal Settings\Temporary Internet Files\OLKF\Agreement attach to 72.DOC