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(a) Organization 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 /> I3 <br />