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a result of a breach of this Agreement, the breaching party shall assume the defense of the non- <br />breaching party, including all costs associated therewith. <br />19.INTERPRETATION; APPLICABLE LAW <br />Both Parties having participated fully and equally in the negotiation and preparation of this <br />Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities in this <br />Agreement be presumptively resolved, against either Party. This Agreement shall be interpreted <br />and enforced according to the laws of the State of Indiana. <br />20.WAIVER <br />Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or <br />privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial <br />exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same <br />or of any right, remedy, power, or privilege with respect to any occurrence be construed as <br />a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No <br />waiver shall be effective unless it is in writing and is signed by the party asserted to have granted <br />such waiver. <br />21.SEVERABILITY <br />If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, <br />void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full <br />force and effect unless amended or modified by mutual consent of the Parties. <br />22.FURTHER ASSURANCES <br />The Parties agree that they will each undertake in good faith, as permitted by law, any action and <br />execute and deliver any document reasonably required to carry out the intents and purposes of this <br />Agreement. <br />23.ENTIRE AGREEMENT <br />This Agreement and the resolutions passed by each party authorizing the transaction embodies the <br />entire agreement between Seller and Buyer and supersedes all prior discussions, understandings, <br />or agreements, whether written or oral, between Seller and Buyer concerning the transaction <br />contemplated in this Agreement. <br />24.ASSIGNMENT <br />Buyer and Seller agree that this Agreement or any of Buyer’s rights hereunder may not be assigned <br />by Buyer, in whole or in part. <br />25.BINDING EFFECT; COUNTERPARTS; SIGNATURES <br />All the terms and conditions of this Agreement will be effective and binding upon the Parties and