Laserfiche WebLink
<br />200806452 <br /> <br />WHEREAS, this Agreement is authorized and executed pursuant to applicable laws, <br />including the Act; and <br /> <br />WHEREAS, the Issuer and the Company have taken all action and have complied with <br />all provisions of law with respect to the execution, delivery and performance of this Agreement <br />and the due authorization of the consummation of the transactions contemplated hereby, and this <br />Agreement has been duly executed and delivered by, and constitutes a valid and legally binding <br />agreement of, the Issuer and the Company, enforceable against the respective parties in <br />accordance with its terms; <br /> <br />NOW, THEREFORE, in consideration of the covenants and agreements herein made and <br />subject to the conditions herein set forth, the Issuer and the Company contract and agree as <br />follows: <br /> <br />ARTICLE I <br /> <br />DEFINITIONS <br /> <br />Section 1.01. Definitions. In addition to the terms defined in the recitals above, each of <br />the following terms shall have the respective meanings assigned to them in this Section 1.01 <br />whenever they are used in this Agreement, unless the context in which they are used clearly <br />requires otherwise: <br /> <br />"Accountant" shall mean a firm of independent certified public accountants selected by <br />the Company. <br /> <br />"Acquired Debt" shall mean, with respect to any specified Person: <br /> <br />(a) Indebtedness of any other Person existing at the time such other Person is <br />merged with or into or became a Subsidiary of such specified Person; and <br /> <br />(b) Indebtedness secured by a Lien encumbering any asset acquired by such <br />specified Person. <br /> <br />"Act" shall mean the Nebraska Industrial Development Act, Chapter 13, Article 11, <br />Reissue Revised Statutes of Nebraska, 1997, as amended. <br /> <br />"Act of Bankruptcy" shall mean any of the following events: <br /> <br />(a) the Company shall (i) apply for or consent to the appointment of, or the <br />taking of possession by, a receiver, custodian, trustee, liquidator or the like of the <br />Company or of all or any substantial part of its property, (ii) commence a voluntary case <br />under the United States Bankruptcy Code (as now or hereafter in effect) or (iii) file a <br />petition seeking to take advantage of any other law relating to bankruptcy, insolvency, <br />winding up or composition or adjustment of debts; or <br /> <br />(b) a proceeding or case shall be commenced without the application or <br />consent of the Company in any court of competent jurisdiction, seeking (i) the <br /> <br />4834-8191-0786.7 <br /> <br />2 <br />