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under this Franchise. The Contractor has the expertise and financial resources to provide the Franchise <br />Services. Appendix 1 sets forth qualifications of the Contractor. <br />B. Contractor Authorization and Binding Qbtiga 'on. The Contractor has the authority to enter into and <br />perform its obligations under this Agreement. The Contractor or its authorized representative has taken all <br />actions required by law and its governing documents to authorize the execution of this Agreement. The <br />persons signing this Agreement on behalf of the Contractor warrant and represent that they have authority to <br />do so. This Franchise constitutes the legal, valid and binding obligation of the Contractor enforceable in <br />accordance with its terms,except as limited by applicable bankruptcy insolvency, reorganization, moratorium <br />or other laws or general application relating to or affecting enforcement of creditors' rights. <br />C. No Conflict. Neither the execution nor the delivery by the Contractor of this Franchise nor the <br />performance by the Contractor of its obligations hereunder (1) conflicts with, violates or results in a breach of <br />any law or governmental regulation applicable to the Contractor; (2) conflicts with, violates or results in a <br />breach of any term orcondition of any judgment, decree, agreement (including, without limitation, the certificate <br />of incorporation of the Contractor) or instrument to which the Contractor is a party or by which the Contractor <br />or any of its properties or assets are bound, or constitutes a default under any such judgment, decree, <br />agreement or instrument, or (3) will result in the creation or imposition of any encumbrance of any nature <br />whatsoever upon any of the properties or assets of the Contractor. <br />D. No Litigation. There is no action, suit or other proceeding as of the Signature Date of the <br />Agreement, at law or in equity, or to the best of Contractor's knowledge, any investigation, before or by any <br />court or governmental authority, pending or threatened against the Contractor which is likely to result in an <br />unfavorable decision, ruling or finding which would materially and adversely affectthe validity or enforceability <br />of this Franchise or any such agreement or instrument entered into by the Contractor in connection with the <br />transactions contemplated hereby, or which could materially and adversely affect the ability of the Contractor <br />to perform its obligations hereunder or which would have a material adverse effect on the financial condition <br />of the Contractor or its parent company. <br />E. No Legal Prohibition. The Contractor has no knowledge of any Applicable Law in effect on the <br />Signature Date which would prohibitthe performance by the Contractor of this Franchise and the transactions <br />contemplated hereby. <br />F. The Contractor's Investi anon. The Contractor has made an independentinvestigation (satisfactory <br />to it) of the conditions and circumstances surrounding the Agreement and the work to be performed by it. <br />G. Information Supplied bythe Contractor. The information supplied by the Contractor in all submittals <br />made in connection with negotiation and execution of this Agreement and all representations and warranties <br />made by the Contractor throughout this Agreement are true, accurate, correct and complete in all material <br />respects on and as of the Effective Date of this Agreement. <br />H. Re r sentatives of the Parties. The Contractor has designated in writing a responsible officerwho <br />shall serve as the representative of the Contractor and who shall have authority in all daily operational matters <br />r:hvpa~sta8lxlan~f'rancnisenew2.wpd ovovoo Page 9 pf 59 <br />