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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 />this Agreement constitutes its legal, valid, and binding obligations, enforceable in <br />accordance with its terms. <br />D. There is no litigation or proceeding pending ar, to its knowledge, threatened <br />against the Company, which would adversely affect the validity of this <br />Agreement. <br />The County represents as of the date of this Agreement as follows: <br />A. At the time of execution of this Agreement; the' County (i) has full power and <br />authority to enter into this Agreement and to enter into and carry out the <br />transactions contemplated by this Agreement; (ii) by proper action has duly <br />authorized the execution and delivery of this Agreement; and (iii) is not in default <br />under any provisions of this Agreement. <br />B. The County has duly authorized, executed, and delivered this Agreement, and this <br />Agreement constitutes the County's legal, valid, and binding obligation, <br />enforceable in accordance-with its terms. <br />C. To the County's knowledge, there is no litigation or proceeding pending or <br />threatened against the County or affecting it which would adversely affect the <br />validity of this Agreement. <br />D. To the best of the County's knowledge at the time of execution of this Agreement, <br />the County is not in default under any provision of State law which would affect <br />its existence or its powers. <br />E. To the best of the County's knowledge at the time of execution of this Agreement, <br />no official of the County has any interest (financial, employment, or other) in the <br />Company or the transactions contemplated by this Agreement. <br />G-2 Pa~age f l~ <br />