Haack Brothers Inc 12/18/2019 - Laserfiche WebLink

9.2 Buyer's Representations and Warranties. In addition to other representations herein, Buyer represents and warrants to Seller as of the Effective Date and as of the date of closing: 9.2.1 Buyer is duly organized and validly existing under the laws of the State of Washington with the full power and authority to perform its obligations hereunder. 9.2.2 None of the execution, delivery, or performance of this Agreement by Buyer does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with, constitute a default under, or result in a loss of rights under or require the approval or waiver of any entity under (i) the organizational documents of Buyer or any material agreement, instrument, or other document to which Buyer is a party or by which Buyer is bound, or (ii) any judgment, decree, order, statute, injunction, rule, regulation, or the like of a governmental unit applicable to Buyer. 9.2.3 The execution, delivery, and performance by Buyer of this Agreement has been duly and validly authorized by all requisite action on the part of the Buyer. This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against it in accordance with its terms. 9.2.4 Buyer is in compliance with the requirements of the Orders. Neither Buyer nor any beneficial owner of Buyer: (a) is on the Lists; (b) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (c) is owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. 9.2.5 There is no bankruptcy, insolvency, rearrangement, or similar action or proceeding, whether voluntary or involuntary, pending or, to the Buyer's knowledge, threatened against Buyer. 10. Casualty Loss/Eminent Domain. Seller shall immediately give notice to Buyer: (a) after the occurrence of any event causing material damage to the Property or any portion of the Property or (b) after the receipt by Seller of any notice of eminent domain proceedings with respect to the Property or any portion of the Property. Buyer may, by delivery of written termination notice within ten (10) business days after receipt of such notice from Seller, terminate this Agreement, in which case the Deposit shall be refunded to Buyer. 11. Default. 11.1 Default by Seller. If Seller breaches or otherwise fails to perform any of its obligations under this Agreement, then Buyer as its exclusive remedy will be entitled to terminate this Agreement by written notice and to receive refund of the entire Deposit. 8