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7 <br />or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or <br />partial exercise of any right, remedy, power, or privilege preclude any other or further <br />exercise of the same or of any right, remedy, power, or privilege with respect to any <br />occurrence be construed as a waiver of any such right, remedy, power, or privilege with <br />respect to any other occurrence. No waiver shall be effective unless it is in writing and is <br />signed by the party asserted to have granted such waiver. <br /> <br />18. SEVERABILITY <br /> <br />If any term or provision of this Agreement is held by a court of competent jurisdiction to be <br />invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall <br />continue in full force and effect unless amended or modified by mutual consent of the <br />Parties. <br /> <br />19. FURTHER ASSURANCES <br /> <br />The Parties agree that they will each undertake in good faith, as permitted by law, any <br />action and execute and deliver any document reasonably required to carry out the intents <br />and purposes of this Agreement. <br /> <br />20. TIME <br /> <br />Time is of the essence of this Agreement. <br /> <br />21. ENTIRE AGREEMENT <br />This Agreement embodies the entire agreement between Seller and Buyer and supersedes <br />all prior discussions, understandings, or agreements between Seller and Buyer concerning <br />the transaction contemplated in this Agreement, whether written or oral. <br /> <br />22. ASSIGNMENT <br />Buyer and Seller agree that this Agreement or any of its rights hereunder may not be <br />assigned by Buyer, in whole or in part, without the prior written consent of Seller. In the <br />event Buyer wishes to obtain Seller's consent regarding a proposed assignment of this <br />Agreement, Seller may request and Buyer shall provide any and all information reasonably <br />demanded by Seller in connection with the proposed assignment and/or the proposed <br />assignee. <br /> <br />23. COUNTERPARTS; SIGNATURES <br />This Agreement may be separately executed in counterparts by Buyer and Seller, and the <br />same, when taken together, will be regarded as one original Agreement. Facsimile <br />signatures will be regarded as original signatures. <br /> <br />[Signature page follows]