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<br />(d) Legal Matters Satisfactory to Seller's Counsel. <br />All actions, proceedings, instruments and documents required to <br />carry out the transactions contemplated by this Agreement or <br />incidental thereto and all related legal matters shall be <br />reasonably satisfactory to and approved by Seller's counsel, and <br />such counsel shall have been furnished with such certified copies <br />of actions and proceedings and such other instruments and <br />documents as it shall have reasonably requested. <br />Section 8.2 Conditions to Huver's Obligations. The <br />obligations of Buyer to consummate the transactions contemplated <br />by this Agreement are subject to the following conditions: <br />(a) Accuracy of Representations. The representations <br />of Seller in this Agreement or in any Transaction Document shall <br />be true and accurate in all material respects at and as of <br />Closing with the same effect as if they were made at and as of <br />Closing, except as affected by the transactions contemplated <br />hereby. <br />(b) Performance Of Aareementa. Seller shall have <br />performed all obligations and agreements and complied with all <br />covenants in this Agreement or in any Transaction Document to <br />which it is a party to be performed and complied with by it at or <br />before Closing. <br />(c) Legal Proceedings. There shall be no Legal <br />Requirement, and no Judgment shall have been entered and not <br />vacated by any Governmental Authority of competent jurisdiction <br />in any Litigation or arising therefrom, which (i) enjoins, <br />restrains, makes illegal or prohibits consummation of the <br />transactions contemplated hereby or by any Transaction Document, <br />(ii) requires separation of all or any of the Company, or of a <br />significant portion of the assets or properties of the Company <br />after Closing, or (iii) could have a material adverse effect upon <br />the operations or financial condition of the Company. There <br />shall be no Litigation pending before any Governmental Authority <br />of competent jurisdiction, or threatened, seeking, or which if <br />successful would have the effect of, any of the foregoing. <br />(d) Resignation of Officers and Directors. Each of <br />the officers and directors of the Company whose resignation Buyer <br />shall have requested pursuant to Section 4.2 shall have delivered <br />to Seller written resignations effective as of Closing. <br />(e) Legal and Other Matters Satisfactory to Buyer and <br />its Representatives. Buyer and its representatives shall have <br />completed their acquisition review of the Company, including but <br />not limited to a review of all relevant businesses, assets, <br />properties and financial, legal and accounting matters as well as <br />all environmental and health related matters affecting the <br />Company. All actions, proceedings, instruments and documents <br />15 <br />