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This Agreement shall terminate after the County has made the last of the EDI Grants <br />required by this Agreement. After such termination, this Agreement will be null and <br />void, and the parties to this Agreement will have no further obligations from one to the <br />other thereafter, except as specifically noted in this Agreement. <br />VII. Assignments <br />The Company shall not assign this Agreement or any portion thereof without the written <br />consent of the County, nor shall the Company assign any funds due or to become due to it <br />hereunder without the prior written consent of the County; provided, however, the <br />Company shall be permitted to assign this Agreement or any portion thereof, or any funds <br />due or to become due to it hereunder, to any direct or indirect wholly -owned subsidiary <br />or other related party of the Company. However, in the event of such assignment, the <br />Company shall remain ultimately responsible and liable for the performance of the <br />Company's obligations hereunder. <br />VIII. Representations <br />The Company represents as of the date of this Agreement as follows: <br />A. The Company (i) is a limited liability company duly organized and validly <br />existing under the laws of its state of incorporation; (ii) is duly qualified to <br />transact business and is in good standing in North Carolina; (iii) is not in violation <br />of any provision of its organizational documents; (iv) has full corporate power to <br />own its properties and conduct its business; (v) has full power and authority to <br />enter into this Agreement and to enter into and carry out the transactions <br />contemplated by this Agreement; (vi) by proper action has duly authorized the <br />execution and delivery of this Agreement; and (vii) is not in default under any <br />provision of this Agreement. <br />B. The Company's execution and delivery of this Agreement neither conflicts with, <br />nor will result in, a breach or default under its organizational documents; nor, to <br />the best of its knowledge, will its execution and delivery conflict with, or result <br />in, a breach or default under the terms, conditions, or provisions of any statute, <br />order, rule, regulation, agreement, or instrument to which the Company is a party <br />or by which it is bound; nor will its execution and delivery result in the imposition <br />of any lien on its property. <br />C. The Company has duly authorized, executed, and delivered this Agreement, and <br />to the Company's knowledge, this Agreement constitutes its legal, valid, and <br />binding obligations, enforceable in accordance with its terms. <br />D. To the Company's knowledge, there is no litigation or proceeding pending or, to <br />its knowledge, threatened against the Company, which would adversely affect the <br />validity of this Agreement. <br />Page 7 of 15 <br />Attachment number 1 <br />G -2 Page 221 <br />