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ARTICLE VL <br />CONDITIONS TO CLOSING <br />6.1 Conditions to the Obli tions of the Parties The respective obligations of the <br />Buyer, the Seller and the Individuals to effect the Transactions shall be subject to the <br />satisfaction, or waiver by the Buyer or the Seller or the Individuals, as applicable, at or prior to <br />the Closing of the following conditions: <br />(a) No Order. No injunction, order or decree of any Governmental Authority <br />shall be in effect as of the Closing Date which limits, restrains or prohibits the Transactions. <br />(b) . No applicable statute, rule or regulation of any Governmental <br />Authority shall be in effect that males the purchase and sale of the Purchased Assets or any of <br />the Transactions contemplated hereby illegal. <br />6.2 Conditions to the Obligations of the fter. The obligation of the Buyer to effect <br />the Transactions shall be subject to the satisfaction, or waiver by the Buyer, at or prior to the <br />Closing of the following conditions: <br />(a) Release of Delivered Documents. At the Closing, the Seller and the <br />Individuals will execute and deliver to the Escrow Agent a joint direction to release all of the <br />Mowing executed documents (the "Seller Escrowed Documents") from escrow as required by <br />the Buyer. The Seller and the Individuals shall also be required, within thirty (30) days after the <br />Execution Date, to deliver all of the Seller Escrowed Documents to the Escrow Agent to be held <br />in escrow pending the Closing, and to execute and deliver a joint direction at the Closing once <br />the Closing Notice has been delivered by the Buyer. <br />(i) Seller Closing Certificate. An executive officer of the Seller shall <br />have delivered to the Buyer a certificate which provides that: <br />(a) the representations and warranties of the Seller and the <br />Individuals contained in Sections 3.1 and 3.2 are true and correct inall respects as of the <br />date made and as of the Closing Date with the same effect as though made at and as of <br />such date (except the representations and warranties that address matters only as of a <br />specified date, which shall be true and correct in all respects as of that specified date); <br />and <br />(b) the Seller and the Individuals have performed or complied <br />in all material respects with all agreements and covenants contained in this Agreement <br />required to be performed or complied with by them on or prior to the Closing Date. <br />(ii) Seller Secretary Certificate. The Seller shall have delivered to the <br />Buyer a certificate, dated as of the Closing Date and executed by the secretary of the <br />Seller, certifying (i) as to the resolutions adopted by the managers and the members of <br />the Seller, approving this Agreement and the Transactions and authorizing certain <br />named individuals to execute and deliver this Agreement and the other Transaction <br />Documents and (ii) the incumbency and specimen signatures of each person authorized <br />7 <br />