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(a) Or anization and Power. The Seller is a limited liability company, duly <br />organized, validly existing and in good standing under the laws of the State of Colorado. Seller <br />is duly qualified or authorized to do business as a foreign corporation and is in good standing <br />under the Laws of each jurisdiction in which it owns or leases real property and each other <br />jurisdiction in which the conduct of its business or ownership of its properties requires such <br />qualification or authorization, except where the failure to have such power and authority or to be <br />so qualified and in good standing would not, individually or in the aggregate, have a Material <br />Adverse Effect. The Seller has all requisite limited liability company power and authority to <br />own, lease or operate its respective assets and properties (including the Purchased Assets). <br />(b) Seller Authority. The Seller has all requisite limited liability company <br />power and authority to enter into this Agreement and the other Transaction Documents to which <br />it is a party, to carry out its obligations hereunder and thereunder and to consummate the <br />Transactions. The execution and delivery by the Seller of this Agreement and the other <br />Transaction Documents to which it is a party, the performance by the Seller of its obligations <br />hereunder and thereunder and the consummation by the Seller of the Transactions have been <br />duly authorized by all requisite limited liability action on the part of the Seller. This Agreement <br />has been duly executed and delivered by the Seller and, assuming the execution by the Buyer and <br />the Individuals, constitutes the legal, valid and binding obligation of the Seller, enforceable <br />against the Seller in accordance with its terms, except as such enforceability may be limited by <br />bankruptcy, insolvency, moratorium or similar Laws affecting creditors' rights generally and by <br />general principles of equity (collectively, the "Enforceability Exceptions'). The other <br />Transaction Documents to which the Seller is a party, when executed and delivered by the Seller <br />and the other Party or Parties thereto at the Closing, will constitute the legal, valid and binding <br />obligation of the Seller, enforceable against the Seller in accordance with its terms, except as <br />enforceability may be limited by the Enforceability Exceptions. <br />(c) No Conflict. The execution, delivery and performance by the Seller of <br />this Agreement and the other Transaction Documents to which it is a party and the <br />consummation by the Seller of the Transactions will not (i) violate or conflict with the operating <br />agreement of the Seller, (ii) violate any provision of Law or violate or conflict with any order, <br />judgment, injunction or decree applicable to the Seller or the Purchased Assets or (iii) to the <br />Seller's Knowledge, violate, breach or constitute a default (with or without notice or lapse of <br />time, or both) under or give rise to a right of termination, cancellation or acceleration of any right <br />or obligation of the Seller under, or result in the creation of a Lien on, any of the Purchased <br />Assets. <br />(d) Governmental Consents. The execution, delivery and performance by the <br />Seller and the Individuals of this Agreement and the other Transaction Documents to which such <br />persons are a party and the consummation by the Seller and the Individuals of the Transactions <br />does not require any consent from, filing with or approval of any Governmental Authority, <br />except for any consents or filings (i) that have previously been obtained or made or (ii) that are <br />set forth on Section 3.1(d) of the Disclosure Schedules. <br />(e) Absence of Changes or Events. Except as set forth on Section 3.1(e) of the <br />Disclosure Schedules, since December 31, 2016, (i) there has not occurred or arisen any event or <br />condition which, individually or in the aggregate, has had a Material Adverse Effect, and (ii) no <br />13 <br />