AG 1999 06 21 - Laserfiche WebLink

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ARTICLE II CLOSING AND EFFECTIVE DATE 2.1 Closing; Closing Date. The Closing of the transactions contemplated by this Agreement (the "Closing") shall take place on the __ day of June, 1999 (the "Closing Date") at the offices of Rutledge, Friday, Safrit & Smith, 1500 Centergrove Road, Kannapolis, North Carolina, or on such other date and at such other place as may be agreed to by the parties. 2.2 Closing Deliveries. At the Closing Winecoff shall execute to City such deeds, assignments, bills of sale and other instruments, in form and substance reasonably satisfactory to City and its counsel, as are necessary to transfer, assign and deliver to the City the Assets being sold hereunder. 2.3 Effective Date. City's obligation to provide the fire protection services contemplated by this agreement shall be effective beginning at 12:01 A.M., June 30, 1999. ARTICLE III REPRESENTATIONS AND WARRANTIES 3.1 Representations and Warranties of Winecoff. Winecoff represents, warrants and agrees to and with the City as follows: a. Corporate Status. Winecoff is a non-profit corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina. b. Authority; Validity. The execution and delivery of this Agreement by Winecoff and the performance by it of its obligations hereunder have been duly authorized by all requisite action, corporate or otherwise. Winecoff is not subject to any disability or to any restriction contained in any mortgage, lien, lease, agreement, instrument, order, judgment or decree which would prevent or restrict the conveyances or transfers contemplated by this Agreement, and this Agreement and any other agreement or obligation entered into or undertaken by Winecoff in connection with the transactions contemplated hereby constitute, or when executed and delivered pursuant hereto will constitute, the valid and legally binding obligation of Winecoff, enforceable against it in accordance with their respective terms except as enforceability may be limited by bankruptcy, insolvency or other laws for the protection of creditors generally and except as to the availability of specific performance, injunctive relief or other equitable or discretionary remedies.