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3. Customer's Consent <br />The Customer hereby consents, effective as of the Closing Date, to Assignor's Assignment of its <br />interest under the Contracts to Assignee, and to Assignee's assumption of Assignor's interest <br />under the Contracts, upon the terms and subject to the conditions of this Assignment. Prior to the <br />Closing Date, the Customer's consent shall be of no effect whatever. <br />4. Customer's Certification <br />The Customer certifies to Assignee that, as of the date of this Assignment: <br />a. each Contract is in full force and effect in the form attached as Exhibit A and has not <br />been modified, amended or otherwise supplemented or altered in any way; and <br />b. there are no claims by or against Assignor or any defaults or liabilities by Assignor under <br />the Contracts. <br />The Customer agrees to confirm the continuing accuracy of its certification (or disclose any <br />inaccuracies that may arise) upon Assignee's written request at any time prior to Closing Date. <br />5. Governing Law <br />This Assignment shall be governed in accordance with the laws of the State whose laws govern <br />the Contracts. <br />6. Counterparts <br />This Assignment may be signed in any number of counterparts, all of which together shall <br />constitute one and the same instrument. <br />7. Binding Effect <br />If and when this Assignment becomes effective, this Assignment shall be binding upon Assignor <br />and the Customer, and their respective successors and assigns, and shall inure to the benefit of <br />Assignee, its successors and Assigns. <br />8. Closing Date <br />This assignment shall not be or become effective until the date of closing of the Asset Purchase <br />Agreement takes place (the "Closing Date"), when this Assignment shall become effective <br />without the necessity of any notice or other action by any party. <br />