Resolution 2023-40 - Laserfiche WebLink

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4. No Assignment. Seller shall not assign its rights and obligations hereunder without Purchaser's prior written consent. Purchaser shall not assign its rights and obligations hereunder without Seller's prior written consent. 5. Title. Title to the CBT Units shall be merchantable in Seller at the time of Closing, free and clear of all liens, encumbrances, assessments, and security interests, except Northern assessments not yet due and owning, and subject to the rules and regulations of the Northern. Any lien, encumbrance or assessment required to be paid by Seller shall be paid at or before Closing from the proceeds of this transaction or from any other source. a. Due Dili ence. Seller, at its sole expense and within five (5) days of execution of this Agreement, shall provide Purchaser with documentation regarding Seller's title and ability to transfer CBT Units and other matters that may affect Purchaser's future use or ownership of the CBT Units (the "Due Diligence Materials"), including but not limited to property records indicating the separation of the CBT Units from real property and the termination or release of any liens, encumbrances, security interests and other interests on or in the CBT Units. Purchaser shall have the right to inspect the Due Diligence Materials and information provided by Seller, and to conduct such other investigations as it deems necessary to determine the state of Seller's title to the CBT Units. b. Title Defects. Should the Due Diligence Materials or Purchaser's investigations disclose title or other defects which are not acceptable to Purchaser (even though such matters would not make the CBT Units unmarketable), a written notice of the defects shall be given to Seller by Purchaser at least fifteen (15) days prior to Closing, and Seller shall use reasonable efforts to correct said defects prior to the date of Closing. If Seller fails to correct any or all such defects prior to Closing, Purchaser, at its sole option, may complete the transaction notwithstanding the uncorrected defects or may, upon written notice to Seller, declare this Agreement terminated, whereupon the Earnest Money Deposit and the Purchase Price Balance, if in the possession of the Escrow Agent, shall be immediately returned to Purchaser. 6. Northern Approval Contingency. Closing of the purchase of the CBT Units, and Purchaser's obligations hereunder, are expressly contingent upon Northern's approval of the sale and transfer of the CBT Units to Purchaser. To meet this contingency, Seller and Purchaser shall use commercially reasonable efforts to ensure that Northern's consideration and decision of the sale and transfer occurs at Northern's regularly scheduled Board of Director's ("Northern Board") meeting scheduled for the date of August 10, 2023 (the "Board Meeting") and further agree as follows: a. Application to Northern. Upon execution hereof, Seller shall commence preparation of the appropriate applications and such other documents required by Northern for the transfer of the CBT Units to Purchaser. Purchaser shall provide all information, documentation, and signatures, as necessary or convenient. to assist Seller in completing the application. b. Application Deadline. For consideration at the Board Meeting, Seller shall take all reasonable actions that may be necessary to ensure the timely submission of the completed Page 2 of 10