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ARTICLE VI. <br /> CONDITIONS TO CLOSING <br /> 6.1 Conditions to the Obligations 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) Legality. No applicable statute, rule or regulation of any Governmental <br /> Authority shall be in effect that makes 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 Buyer. 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 /> following 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 in all 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 /> 27 <br />