5.2.A. SR 09-10-2007 - Laserfiche WebLink

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5.1.10. Seller shall give Buyer prompt written notice of any matter coming to the attention of Seller which, to Seller's knowledge, would affect or change 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. 5.1.11. 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. 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. 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. ARTICLE VI TITLE EXAMINATION Examination of title to Property will be conducted as follows: 6.1 Title Commitment. Buyer shall obtain a commitment ("Title Commitment") from the Title Company for an ALTA Form of Owner's Policy of Title Insurance in the amount of the Purchase Price, wherein the Title Commitment will commit the Title Company to insure title to the Property at the Closing. 6.2 Title Examination. 6.2.1 Objections. Buyer shall have twenty (20) days, after it has received (i) the Title Commitment and the Survey, and (ii) all documents shown as exceptions therein, to make written objections to title of the Property ("Objections") and the failure by Buyer to make any such Objections within such time period will constitute a waiver of all Objections. Notwithstanding the foregoing, all mortgage liens affecting the Real Page 8