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d. This Agreement may be executed in counterparts, each of which <br />shall be deemed to be an original, but such counterparts when taken together shall <br />constitute but one Agreement. <br /> <br /> e. The paragraph headings throughout this Agreement are for <br />convenience and reference only, and the words contained herein shall not be held to <br />expand, modify, amplify, or aid in the interpretation, construction, or meaning of this <br />Agreement. <br /> <br /> f. TIME IS OF THE ESSENCE OF THIS AGREEMENT. <br /> <br /> g. This Agreement shall inure to the benefit of and be binding upon the <br />successors and assigns of the parties hereto, provided, however, Buyer may not assign its <br />rights hereunder without Seller's advance written consent, except to an entity to be <br />formed under the control or management of Buyer. No assignment shall relieve Buyer of <br />its obligations hereunder. <br /> <br /> h. The representations and warranties contained in this Agreement shall <br />survive the closing of the purchase and sale for a period of six (6) months, and any claim <br />for breach thereof must be asserted in writing prior to the expiration of said six (6) month <br />period. <br /> <br /> i. If any provision of this Agreement or the application thereof to any <br />person or in any circumstance shall be invalid or unenforceable to any extent, the <br />remainder of this Agreement and the application of such provision to other persons or in <br />other circumstances shall not be affected thereby and shall be enforced to the greatest <br />extent permitted by law. <br /> <br /> j. In the event that any party to this Agreement commences any action <br />or proceeding against any other party by reason of any breach or alleged breach of any <br />temx or condition of this Agreement, or for the interpretation of this Agreement, or with <br />respect to any other claim arising in any manner whatsoever out of this Agreement, the <br />prevailing party in such an action or proceeding shall be entitled to recover its reasonable <br />attorneys' fees (including attorneys' fees on appeal, and costs and expenses incurred in <br />out-of-court negotiations, workouts, and/or settlements or in seeking relief from stay or <br />otherwise seeking to protect its rights in any bankruptcy proceeding) and all reasonable <br />costs (including costs of consultants and experts) incurred. The court shall determine the <br />prevailing party. <br /> <br /> IN WITNESS WItEREOF, the parties hereto have executed this Agreement as of <br />the date set forth above. <br /> <br />17996.00003~BGLIB 1 \1089648.4 5 <br /> <br /> <br />