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<br />qualified to do business; (iii) the filing of articles of merger with respect to the Merger with the <br />Secretary of State of Texas; (iv) compliance with any applicable requirements of the HSR Act; (v) <br />compliance with any applicable requirements of the Securities Act, the Exchange Act, and any other <br />applicable securities laws, whether state or foreign; and (vi) any actions or filings the absence of <br />which, individually or in the aggregate; would not reasonably be expected to have a Company <br />Material Adverse Effect or materially impair or delay the ability of the Company to consumrriate the <br />transactions contemplated by this Agreement. <br /> <br />(b) Except as set forth on Schedule 3.3(b), the execution, delivery and <br />performance by the Company of this Agreement and the consummation by the Company of the <br />transactions contemplated hereby do not and will not: (i) contravene, conflict with or result in any <br />violation or breach of any provision of the articles of incorporation or bylaws of the Company; (ii) <br />assuming compliance with the matters referred to in Section 3.3(a), contravene, conflict with or <br />result in a violation or breach of any provision of any applicable law, statute, ordinance, rule, <br />regulation, judgment, injunction, order, or decree; (iii) require any consent or other action by any <br />Person under, constitute a default (or an event that, with or without notice or lapse of time or both, <br />would constitute a default) under, or cause or permit the termination, cancellation, acceleration, <br />triggering or other change of any right or obligation or the loss of any benefit to which any Company <br />Entity is entitled under (A) any provision of any agreement or other instrument binding upon any <br />Company Entity or (B) any license, franchise, permit, certificate, approval or other similar <br />authorization held by, or affecting, or relating in any way to, the assets or business of, any Company <br />Entity; or (iv) result in the creation or imposition of any Lien on any asset of any Company Entity, <br />other than such exceptions in the case of clauses (ii), (iii) and (iv) as would not be, individually or <br />in the aggregate, reasonably expected to have a Company Material Adverse Effect or materially <br />impair or delay the ability of the Company to consummate the transactions contemplated by this <br />Agreement. <br /> <br />(c) Notwithstanding anything to the contrary in this Section 3.3, the execution, <br />delivery and performance by the Company of this Agreement and the consummation by the <br />Company of the transactions contemplated hereby do not require the consent or other approval of <br />any other Person under, or require any other action by or in respect of, the Partnership Agreements <br />or the Management Agreements. <br /> <br />Section 3.4 <br /> <br />SEC Filings. <br /> <br />(a) The Company has filed all reports (including proxy statements) and <br />registration statements required to be filed with the SEC since October 31, 1998 (collectively, the <br />"Comoanv SEC Reports"). <br /> <br />(b) As of its filing date, each Company SEC Report complied as to form in all <br />material respects with the applicable requirements of the Securities Act and the Exchange Act, as <br />the case may be. <br /> <br />ATI/9058+& <br /> <br />14 <br />