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material respects and do not omit any fact necessary to make such responses or statements not misleading. <br /> Sellers are not aware of any fact which could materially and adversely affect the Assets or the Business. <br /> SECTION 3.25. Brokers. No broker, finder, or investment banker is entitled to any brokerage, <br /> finder's, or other fee or commission in connection with the Transactions based upon arrangements made <br /> by or on behalf of any Seller. <br /> SECTION 3.26. No Other Representations or Warranties. BUYER ACKNOWLEDGES <br /> THAT THE DETAILED REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS <br /> AGREEMENT HAVE BEEN NEGOTIATED AT ARM'S LENGTH AMONG SOPHISTICATED <br /> BUSINESS ENTITIES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH <br /> IN ARTICLE III, BUYER ACKNOWLEDGES THAT NEITHER SELLER, NOR ANY SELLER'S <br /> DIRECT AND INDIRECT MEMBERS, MANAGERS, OFFICERS OR ANY OF THEIR RESPECTIVE <br /> AFFILIATES OR ANY PERSON OR ENTITY ACTING ON BEHALF OF ANY OF THE FOREGOING <br /> MAKES OR HAS MADE ANY OTHER EXPRESS OR ANY IMPLIED REPRESENTATION OR <br /> WARRANTY TO BUYER AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION <br /> REGARDING SELLERS,THE BUSINESS,THE ASSETS,ASSUMED LIABILITIES OR ANY OTHER <br /> MATTER RELATED TO THE TRANSACTIONS. BUYER FURTHER AGREES THAT NEITHER <br /> SELLER NOR ANY OTHER PERSON OR ENTITY SHALL HAVE OR BE SUBJECT TO ANY <br /> LIABILITY TO BUYER OR ANY OTHER PERSON OR ENTITY RESULTING FROM THE <br /> DISTRIBUTION TO BUYER, OR BUYER'S USE OF ANY SUCH INFORMATION, INCLUDING <br /> ANY INFORMATION, DOCUMENT, OR MATERIAL MADE AVAILABLE OR PROVIDED TO <br /> BUYER BY SELLERS IN EMAILS OR IN ANY OTHER FORM, IN EXPECTATION OF THE <br /> TRANSACTIONS CONTEMPLATED HEREBY. BUYER ACKNOWLEDGES THAT THE BURDEN <br /> TO CONDUCT AN INVESTIGATION OF SELLERS, THE BUSINESS, THE ASSETS, THE <br /> ASSUMED LIABILITIES, OR THE TRANSACTIONS LIES SOLELY WITH BUYER AND THAT <br /> BUYER BEARS THE RISK THAT ANY INFORMATION, DOCUMENT, OR MATERIAL MADE <br /> AVAILABLE OR PROVIDED TO BUYER IN THE COURSE OF ITS INVESTIGATION IS <br /> INCOMPLETE, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH IN ARTICLE <br /> III. EXCEPT WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN <br /> ARTICLE III, BUYER IS ACQUIRING THE BUSINESS, THE ASSETS, AND ASSUMED <br /> LIABILITIES ON AN "AS IS, WHERE IS" BASIS. EACH SELLER, ITS DIRECT AND INDIRECT <br /> MEMBERS, MANAGERS, OFFICERS OR THEIR AFFILIATES DISCLAIM ALL OTHER EXPRESS <br /> AND ALL IMPLIED WARRANTIES RELATING THERETO, INCLUDING THE IMPLIED <br /> WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. <br /> ARTICLE IV <br /> BUYER'S REPRESENTATIONS &WARRANTIES <br /> As a material inducement for Sellers to enter into the Transactions and perform this Agreement, <br /> Buyer represents and warrants to Sellers the following: <br /> SECTION 4.01. Power and Capacity. Buyer has the requisite corporate power and authority to <br /> execute,deliver, and perform its obligations under this Agreement and the Related Instruments to which it <br /> is a party. This Agreement,the Related Instruments, and all other agreements to be executed by Buyer in <br /> connection herewith or therewith(a)have been duly authorized, executed, and delivered by Buyer,and(b) <br /> are valid, binding, and enforceable against Buyer. <br /> SECTION 4.02. Oreanization and Authority. Buyer is a corporation duly organized, validly <br /> existing, and in good standing under the law of the State of Colorado and is duly qualified to do business <br /> 19 <br />