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<br />7 <br />forfeitures, suits, and the costs and expenses incident thereto (including costs of defense <br />and settlement), which either party may subsequently incur, become responsible for, or <br />pay out as a result of a breach by the other party in default of this Agreement. In the event <br />of legal action initiated by a third party as a result of a breach of this Agreement, the <br />breaching party shall assume the defense of the non-breaching party, including all costs <br />associated therewith. <br /> <br />16. WAIVER <br /> <br />Neither the failure nor any delay on the part of a Party to exercise any right, remedy, <br />power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any <br />single or partial exercise of any right, remedy, power, or privilege preclude any other or <br />further exercise of the same or of any right, remedy, power, or privilege with respect to <br />any occurrence be construed as a waiver of any such right, remedy, power, or privilege <br />with respect to any other occurrence. No waiver shall be effective unless it is in writing <br />and is signed by the party asserted to have granted such waiver. <br /> <br />17. SEVERABILITY <br />If any term or provision of this Agreement is held by a court of competent jurisdiction to <br />be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement <br />shall continue in full force and effect unless amended or modified by mutual consent of <br />the Parties. <br /> <br />18. 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 />19. TIME <br /> <br />Time is of the essence of this Agreement. <br /> <br />20. ENTIRE AGREEMENT <br /> <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 />21. BINDING EFFECT; COUNTERPARTS; SIGNATURES <br /> <br />All the terms and conditions of this Agreement will be effective and binding upon the <br />Parties and their successors and assigns at the time the Agreement is fully signed and <br />delivered by Buyer and Seller. This Agreement may be separately executed in <br />counterparts by Buyer and Seller, and the same, when taken together, will be regarded as <br />one original Agreement. Facsimile signatures will be regarded as original signatures.