Laserfiche WebLink
<br />contemplated by this Agreement contains or will contain, as the <br />case may be, any untrue statement of a material fact, or omits or <br />will omit to state a material fact necessary in order to make the <br />statements therein not misleading in light of the circumstances <br />in which made. To the knowledge of Seller, Seller has disclosed <br />to Buyer as the purchaser of the Shares all material information <br />relating to the Company and its activities as currently <br />conducted. <br />ARTICLE 6 <br />Representations and Warranties of Buver <br />Buyer represents and warrants to Seller, as of the date of <br />this Agreement and as of Closing, as follows: <br />Section 6.1 Authority. Buyer has all requisite power and <br />authority to execute, deliver and perform this Agreement. This <br />Agreement has been duly and validly executed and delivered by <br />Buyer, and is the valid and binding obligation of Buyer, <br />enforceable against Buyer in accordance with its terms. <br />Section 6.2 No Conflicts: Required Consents. The <br />execution, delivery and performance by Buyer of this Agreement do <br />not and will not (i) violate any provision of any Legal <br />Requirements; or (ii) conflict with, violate, result in a breach <br />of, constitute a default under (without regard to requirements of <br />notice, lapse of time, or elections of other Persons, or any <br />combination thereof) or accelerate or permit the acceleration of <br />the performance required by, any Contract or Lien to which Buyer <br />is a party or by which Buyer or the assets or properties owned or <br />leased by it are bound or affected; or (iv) require any consent, <br />approval or authorization of, or filing of any certificate, <br />notice, application, report or other document with, any <br />Governmental Authority or other Person. <br />Section 6.3 Investment. Buyer is acquiring the Shares <br />for investment purposes, and not with a view to distribution or <br />resale thereof in violation of applicable securities Legal <br />Requirements. <br />ARTICLE 7 <br />Certain Covenants of Buver and Seller <br />Section 7.1 Certain Affirmative Covenants of Seller. <br />Except as Buyer may otherwise consent in writing, between the <br />date of this Agreement and Closing, Seller shall, or shall cause <br />the Company to: <br />(i) conduct the business of the Company only in <br />the usual, regular, and ordinary course and in accordance with <br />11 <br />