07/23/2007 Council Packet (2) - Laserfiche WebLink

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• • and warranties, whether such breach is discovered before or after the Date of Closing. Notwithstanding the foregoing, Seller shall not be liable to Purchaser for any damages in the event Purchaser terminates this Agreement prior to Closing by reason of any of the representations and warranties made herein which are true as of the date hereof but become untrue after the date of this Agreement for reasons beyond the control of Seller. 3. Representation of Purchaser. Purchaser warrants and represents as of the date hereof as follows: (a) Purchaser has full right and authority to execute and deliver this Agreement and all documents and instruments required hereunder to be executed and delivered by Purchaser. (b) The consummation of the transactions contemplated by this Agreement will not violate any provisions of the organizational documents of Purchaser, or constitute a default or result in the breach of any term or provision of any contract or written agreement to which Purchaser is a party so as to adversely affect the consummation of such transactions. (c) Purchaser has not: (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Purchaser's creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Purchaser's assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser's assets, (v) admitted in writing its inability to pay its debts as they become due, or (vi) made an offer of settlement, extension or compensation to its creditors generally; and no attachments, assignments for the benefit of creditors, or insolvency, bankruptcy, reorganization, execution or other proceedings are pending, or, to the best of Purchaser's knowledge, threatened against Purchaser, nor are any such proceedings contemplated by Purchaser In the event any of the representations and warranties contained herein become untrue as of or before the Date of Closing as a result of information received by Purchaser or occurrences subsequent to the date hereof or otherwise, Purchaser shall promptly notify Seller. Purchaser will indemnify Seller, its successors and assigns, against and will hold Seller, its successors and assigns, harmless from, any loss, claim, damage or expense, including reasonable attorneys' fees,