AgdaPkt 2004-08-09 - Laserfiche WebLink

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� i r- ��- condition of this Agreement, or for the interpretation of this Agreement, or with respect to any other claim arising in any manner whatsoever out of this Agreement, the prevailing party in such an action or proceeding shall be entitled to recover its reasonable attorneys' fees (including attorneys' fees on appeal, and costs and expenses incurred in out-of-court negotiations, workouts, and/or settlements or in seeking relief from stay or otherwise seeking to protect its rights in any bankruptcy proceeding) and all reasonable costs (including costs of consultants and experts) incurred. The court shall determine the prevailing party. The term "expenses" as used herein means any expenses incurred in connection with any of the out of court or state, federal or bankruptcy proceedings referenced above, including but not limited to the fees and expenses of any appraisers, consultants and expert witnesses retained or consulted by such party. 25. Submission of A�reement. If this Agreement was prepazed by Seller for submission to Buyer, the submission of this Agreement to Buyer for Buyer's review shall not constitute an offer. Only a fully executed and delivered Agreement shall be binding on Buyer or Seller. 26. Default. Failure or delay by either party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and failure to cure as described hereafter, constitutes a Default under this Agreement. A party claiming a Default shall give written notice of Default to the other party as provided in pazagraph 19 specifying the Default complained of. The claimant shall not institute any proceeding against any other party or exercise any Default Remedies as provided in paragraph 27, and the other party shall not be in Default if such party, within three (3) business days from receipt of such notice, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence. 27. Default Remedies. In the event of Default by Buyer, Seller shall be entitled to liquidating Damages as set forth in paragraph 20. In the event of Default by Seller, Buyer may institute an action at law or equity to seek specific performance of this Agreement, or to cure, correct or remedy any Default, to recover damages for Default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of San Mateo, State of California, in an appropriate municipal court in the County, or in the United States District Court for the Northern District of California. 28. Exhibits. The following Exhibit is attached hereto and made a part hereof: Exhibit "A" Assignment and Assumption of Contracts l 1417.00002�BGLIB I\l 225060.4 12