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7 <br />9.2 Buyer's Representations and Warranties. In addition to other <br />representations herein, Buyer represents and warrants to Seller as of the Effective Date <br />and as of the date of closing: <br />9.2.1 Buyer is duly organized and validly existing under the laws of <br />the State of Washington with the full power and authority to perform its obligations <br />hereunder. <br />9.2.2 None of the execution, delivery, or performance of this <br />Agreement by Buyer does or will, with or without the giving of notice, lapse of time, or <br />both, violate, conflict with, constitute a default under, or result in a loss of rights under or <br />require the approval or waiver of any entity under (i) the organizational documents of <br />Buyer or any material agreement, instrument, or other document to which Buyer is a party <br />or by which Buyer is bound, or (ii) any judgment, decree, order, statute, injunction, rule, <br />regulation, or the like of a governmental unit applicable to Buyer. <br />9.2.3 The execution, delivery, and performance by Buyer of this <br />Agreement has been duly and validly authorized by all requisite action on the part of the <br />Buyer. This Agreement constitutes the legal, valid, and binding obligation of Buyer, <br />enforceable against it in accordance with its terms. <br />9.2.4 Buyer is in compliance with the requirements of the Orders. <br />Neither Buyer nor any beneficial owner of Buyer: (a) is on the Lists; (b) is a person who <br />has been determined by competent authority to be subject to the prohibitions contained <br />in the Orders; or (c) is owned or controlled by, or acts for or on behalf of, any person on <br />the Lists or any other person who has been determined by competent authority to be <br />subject to the prohibitions contained in the Orders. <br />9.2.5 There is no bankruptcy, insolvency, rearrangement, or similar <br />action or proceeding, whether voluntary or involuntary, pending or, to the Buyer's <br />knowledge, threatened against Buyer. <br />10. Casualty Loss/Eminent Domain. Seller shall immediately give notice to <br />Buyer: (a) after the occurrence of any event causing material damage to the Property or <br />any portion of the Property or (b) after the receipt by Seller of any notice of eminent <br />domain proceedings with respect to the Property or any portion of the Property. Buyer <br />may, by delivery of written termination notice within ten (10) business days after receipt <br />of such notice from Seller, terminate this Agreement, in which case the Deposit shall be <br />refunded to Buyer. <br />11. Default. <br />11.1 Default by Seller. If Seller breaches or otherwise fails to perform <br />any of its obligations under this Agreement, then Buyer as its exclusive remedy will be <br />entitled to terminate this Agreement by written notice and to receive refund of the entire <br />Deposit. <br />8 <br />41 <br />