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6. Representations and Warranties. The Consenting Party hereby represents and warrants that <br />(a) each of the representations and warranties of Consenting Party set forth in the Assigned <br />Agreement are true and correct as of the date hereof; (b) the Assigned Agreement is in full force <br />and effect as of the date hereof; (c) the Assigned Agreement has not been amended or otherwise <br />modified since the date thereof except as set forth herein; (d) there is no other agreement or <br />understanding between Consenting Party and Project Company that would alter the Assigned <br />Agreement; (e) to Consenting Party's knowledge, there exists no event or condition which <br />constitutes a breach or default, or that would, with the giving of notice or lapse of time, constitute <br />a default, under the Assigned Agreement or enable Consenting Party to terminate or suspend its <br />obligations under the Assigned Agreement; (f) (1) there are no existing offsets or defenses in favor <br />of Consenting Party against enforcement of any of the terms, covenants and conditions of the <br />Assigned Agreement, and (2) to the knowledge of Consenting Party, the Project Company has <br />observed and performed all of the terms, covenants and conditions on its part to be observed and <br />performed under the Assigned Agreement; (g) there are no actions pending against Consenting <br />Party under any bankruptcy or similar laws of the United States or any state and there are no <br />proceedings pending or threatened against Consenting Party in any court or before any <br />governmental authority which could reasonably be expected to have a material adverse effect on <br />the ability of Consenting Party to perform its obligations under the Assigned Agreement; (h) <br />Consenting Party has not transferred or assigned any interest in the Assigned Agreement and has <br />not received any notice from Project Company of any prior assignment, sublease or transfer of all <br />or any part of Project Company's interest in the Assigned Agreement; (i) Consenting Party had <br />full powerand authority to execute and deliverthe Assigned Agreement and to execute and deliver <br />this Consent and Agreement; 0) each person having signed the Assigned Agreement on behalf of <br />the Consenting Party was authorized to do so and each person signing this Consent and Agreement <br />on behalf of Consenting Party is authorized to do so; and (k) the Assigned Agreement constitutes <br />a legal, valid and binding obligation of Consenting Party, enforceable against Consenting Party in <br />accordance with its terms. <br />7. Consenting Party Estoppels. <br />a. All payments, costs and expenses required to be made or paid to the Consenting <br />Party by the Project Company under the Assigned Agreement as of the date hereof have been <br />made or paid by or on behalf of the Project Company. <br />b. As of the date hereof, the Consenting Party has no knowledge of any facts entitling <br />the Consenting Party to any material claim, counterclaim, offset or defense against the Project <br />Company in respect of the Assigned Agreement, and there are no disputes or legal proceedings <br />between the Project Company and the Consenting Party. <br />c. Neither the Consenting Party nor the Project Company owes any indemnity or <br />warranty payments under the Assigned Agreement. <br />d. The Consenting Party has not made any payments to the Project Company in <br />respect of any indemnity or warranty provision under the Assigned Agreement. <br />[00110049.4] 4 <br />