R2003-20 AUTHORIZING AGREEMENT - Laserfiche WebLink

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B. This Agreement and all documents to be executed pursuant hereto by Buyer are and shall be binding upon and enforceable against Buyer in accordance with their respective terms. C. Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any involuntary petition in bankruptcy or suffered the filing of any involuntary petition by Buyer's creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer's assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer's assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. SECTION 12.1 - CLOSING. Subject to any extension provided herein or agreed to in writing by the parties, the closing of this transaction shall take place in the office of the Title Company on a date (the "Date of Closing") designated by Buyer in writing to Seller, such date to be no later than thirty (30) days after all of the conditions set forth in Sections 4, 5.1, 5.2 and 9 have been satisfied or waived by Buyer. As used in this Agreement, the term "Closing" shall mean the time at which the Title Company is in possession of all funds, instruments and documents necessary for it to perform its obligations under Section 12.1.D below. Possession of the Property shall be given by Seller to Buyer at the time of Closing. The following procedure shall govern the Closing: A. At least ten (10) days before the Date of Closing, Seller shall deliver to Buyer and the Title Company a copy of the proposed documents and instruments to be delivered at Closing, including the general or full warranty deed (the "Deed")which shall be in recordable form, and shall convey good and marketable record title to the Property to Buyer, subject only to current real estate taxes and other matters approved by Buyer as set forth in Section 9; the Deed and other closing documents shall be in form and content satisfactory to Buyer. B. On or before the Date of Closing, Seller shall deliver to the Title Company the following: 1. the Deed, properly executed and acknowledged; 2. current tax receipts; 3. at least two (2) duplicate originals, properly executed and acknowledged, of the closing statement prepared by the Title Company 19 ::O D MA\PCDOCS\N E WARK�617546\3 February 12,2003