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8.1. Li ' ati n. There is no litigation pending or,to Buyer's <br /> knowledge,threatened, against Buyer or any basis therefore before any court or <br /> administrative agency which might result in any material adverse change in the business <br /> or financial condition of Buyer that would adversely affect the ability of Buyer to <br /> perform its obligations under this Agreement. <br /> 8.2. Absence.Qf NfiSleadingents. No representation, warranty or <br /> statement of Buyer in this Agreement or in any document, certificate or schedule <br /> furnished or to be fiamished to Seller pursuant thereto or in connection with the <br /> transactions contemplated herein.contains or will contain any.untrue statement'of a <br /> material fact or omits or will omit to state a material fact necessary to make the <br /> statements or facts contained therein misleading. <br /> 8.3. Au ojL of Buyer; This Agreement and all documents executed <br /> by Buyer which are to be delivered to Seller at the Closing are or at the time of Closing <br /> will be duly authorized, executed, and delivered by Buyer, and are or at the Closing will <br /> be legal, valid,and binding obligations of Buyer, and do not and at the time of Closing <br /> will not violate any provisions of any agreement or judicial order to which Buyer is a I <br /> Party or to which it is subject. <br /> ARTICLE IX <br /> LOSS BY FIRE i; <br /> OTHER CASUALTY; CONDEMNATION <br /> 91. Material Damage or Condemnation. In the event that,prior to <br /> Closing, the Property, or any part thereof. is materially damaged, or if condemnation <br /> proceedings are commenced against the Property which would reduce the total square <br /> footage of the Property by more than ten percent(10%), Buyer shall have the right, <br /> exercisable by giving written notice of such decision to the Seller within fifteen(1 S)days <br /> after receiving written notice'of such damage or condemnation proceedings or threat f <br /> thereof,to terminate this Agreement; in which case, Seller shall cause the return to <br /> Buyer of the deposits, and neither Buyer nor Seller shall, have further liability or <br /> obligation to each other hereunder except for the indemnities contained in Section 10.2 <br /> 515303/C/2 <br /> 15 <br />