AG 1999 06 21 - Laserfiche WebLink

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c. Title to Property. Winecoff has good and marketable title to all of the Assets being transferred to City pursuant to this Agreement, in each case free and clear of all liabilities and encumbrances except those which are assumed by City as identified on Schedule 4 and other encumbrances as are disclosed as "Permitted Encumbrances" on Schedule 5 attached hereto and by reference made a part hereof. d. Contracts. Except as and to the extent Winecoff has advised City in writing prior to the execution of this Agreement, or as is otherwise set forth in this Agreement, Winecoff is not a party to any written or oral contract or agreement, including, without limitation, any (i) contract not made in the ordinary course of business, (ii) employment contract or other compensation agreement, (iii) contract with any labor union, (iv) bonus, insurance or similar plan providing employee benefits, (v) lease with respect to any real property, whether as lessor or lessee, or (vi) continuing contract for the future purchase of materials, supplies or equipment. Winecoff has performed all obligations required to be performed by them and are not in default under any agreement, lease or other document to which Winecoff is a party. e. Litigation and Claims. Winecoff is not engaged in, or threatened with, any legal action or other proceeding before any court or administrative agency, and has not been charged, with and to Winecoff's best knowledge and belief is not under investigation with respect to, any charge concerning any material violation of any provision of Federal, state or local law or administrative regulation. 3.2 Representations and Warranties of City. City warrants, represents and agrees to and with Winecoff as follows: a. Authority; Validity. The execution and delivery of this Agreement by City and the performance by it of its obligations hereunder have been duly authorized by all requisite action, municipal or otherwise. City is not subject to any disability or to any restriction contained in any charter, bylaw, mortgage, lien, lease, agreement, instrument, order, judgment or decree which would prevent or restrict its purchase of the assets contemplated by this Agreement, and this Agreement and any other agreement or obligation entered into or undertaken by City in connection with the transactions contemplated hereby constitute, or when executed and delivered pursuant hereto will constitute, the valid and legally binding obligation of City, 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.