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3. Representations and Warranties of Seller_t~nd DMC. <br />Seller and DMC represent and warrant to, and agree <br />with, Buyer as follows: <br />3.1 Organization of Seller and DMC: <br />$pthorization. Seller is a corporation duly organized, validly <br />existing and in good standing under the laws of Colorado. DMC is <br />a corporation duly organized, validly existinq.and in good <br />standing under the laws of Delaware, and each of the Seller and <br />DMC has full corporate power and authority to execute an21 deliver <br />this Agreement and to perform its obligations hereunder. The <br />execution, delivery and performance of this Agreement have been <br />duly authorized by all necessary corporate action (inclu2ling, but <br />not limited to, approval by the respective boards of~dirE:ctors, <br />shareholders and creditors' committees) of Seller and-DMC: and <br />this Agreement constitutes a valid and binding obligation of each <br />of them, enforceable against each of them in accordance with its <br />terms. <br />3.2 No Conflict. Neither the execution and <br />delivery of this Agreement nor the consummation of any ox• all of <br />the Contemplated Transactions will (a) violate any provision of <br />the certificate of incorporation or by-laws (or other governing <br />instrument) of Seller or DMC, or (b) violate, be in conflict <br />with, or constitute a default (or an event which, with notice or <br />lapse of time or both, would constitute a default) under any <br />agreement or commitment to which Seller or DMC is party ar (c) <br />violate any statute or law or any judgment, decree, ordez, <br />regulation or rule of any court or other Governmental. Boo.y <br />applicable to Seller or DMC. <br />3.3 Consents and Approvals of Governmental <br />od es. Except for the consents set forth on Exhibit 3.3, hereto, <br />eacT~ of which shall have been obtained prior to the Closing, no <br />consent, approval or authorization of, or declaration, filing or <br />registration with, any Governmental Body is required in <br />connection with the execution, delivery and performance cf this <br />Agreement or the consummation of the Contemplated Transactions by <br />Seller or DMC. <br />3.4 Legal Proceedings. There are no claims, <br />actions, suits, inquiries, investigations or proceedings pending <br />or threatened against Seller or DMC relating to the transactions <br />contemplated hereby before any federal, state or local court or <br />other governmental or regulatory body, United States or foreign. <br />3.5 Real Property. Seller has good and <br />marketable fee simple title to the DMC Land to be conveyed <br />hereunder, free and clear of all mortgages, pledges, liens, <br />conditional sales agreements, leases or other encumbzances of any <br />kind or nature, except for (1) liens for current real property, <br />personal property or ad valorem taxes that are not yet due and <br />- 7 <br />