12/6/1978 - Laserfiche WebLink

Home Browse Search

s (a) As to Purchaser: Purchaser shall furnish to Seller an Opinion dated the date of*the closing in form sufficient and satisfactory to Seller from Collins, Brown, Van De Voorde &Evans, attorneys for Purchaser, to the effect that: (i) This Agreement has been duly authorized,'executed, and delivered by Purchaser and constitutes the legal, valid, binding, and enforceable obligation to Purchaser in accordance with its terms. (ii) There is no litigation or proceeding pending against Purchaser that would in any way affect the validity of this Agreement, the enforceability of any payment made by Purchaser to this Agreement or the performance by Purchaser of each and every obligation imposed upon Purchaser pursuant to this Agreement. (iii) Such other matters incident to the transaction herein contemplated as.may be reasonably requested by Seller. (b) As to Seller: Seller shall furnish the following to Purchaser: (i) An Opinion dated the date of the closing in form sufficient and satisfactory to Purchaser from Madigan, Parker, Gatlin, Swedmark & Skelding, attorneys for Seller, as to: (a) The due organization and existence of Seller. (b) The due authorization for the execution and delivery and the validity of this Agreement and all instruments and documents executed in connection with the closing. (c) The proper form, execution and delivery, sufficiency, and enforceability in accordance with the respective terms of this Agreement, all Bills of Sale and other instruments of conveyance and Assignments by which the Seller conveys the Subject Assets to Purchaser. (d) Such other matters incident to the transaction herein contemplated as may be reasonably requested by Purchaser. (ii) An Affidavit executed by an officer of Seller stating that there are no debts or obligations owed by Seller to any person whomsoever that create any lien, claim,.or encumbrance upon the Subject Assets which Affidavit shall comply in form with the Bulk Sales Law. - 4 -