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REV: 02-05-25 LR <br />12. Survival. Any termination or expiration of the Term or this Agreement shall <br />extinguish the rights of Licensee and the Licensee Group hereunder but shall not extinguish the <br />rights and obligations of Licensor and Licensee under Sections 3, 5, and 6 of this Agreement. The <br />obligation under Sections 3, 5, and 6 shall survive for a period of eighteen (18) month after the <br />expiration of the Term or earlier termination of this Agreement. <br />13. Governing Law. This Agreement (including any claim or controversy arising out <br />of or relating to this Agreement) shall be governed by the laws of the State where the Property is <br />located, without regard to conflict of law principles that would result in the application of any law <br />other than the law of such State. <br />14. Specific Performance. Each of the parties hereto acknowledges and agrees that the <br />other party would be damaged irreparably in the event any of the provisions of this Agreement are <br />not performed in accordance with their specific terms or otherwise are breached. Accordingly, <br />each of the parties agrees that the other party shall be entitled to an injunction or injunctions to <br />prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement <br />and the terms and provisions hereof in addition to any other remedy to which they may be entitled, <br />at law or in equity. <br />15. Attorneys’ Fees. If either party commences a demand, claim, action, cause of action <br />or suit against the other party arising out of or in connection with this Lease, then the substantially <br />prevailing party shall be reimbursed by the other party for all reasonable costs and expenses, <br />including reasonable attorneys’ fees and expenses, incurred by the substantially prevailing party <br />in such action or proceeding and in any appeal in connection therewith (regardless of whether the <br />applicable demand, claim, action, cause of action or suit is voluntarily withdrawn or dismissed). <br />16. Service of Process; Consent to Jurisdiction. <br />(a) Service of Process. Each of the parties hereto irrevocably consents to the service <br />of any process, pleading, notices or other papers by the mailing of copies thereof <br />by registered, certified or first class mail, postage prepaid, to such party at such <br />party’s address set forth herein, or by any other method provided or permitted under <br />the law of the State where the Property is located. <br />(b) Consent to Jurisdiction. Each party hereto irrevocably and unconditionally <br />(i) agrees that any suit, action or other legal proceeding arising out of this <br />Agreement shall be brought in the nearest State court of general jurisdiction located <br />in the State where the Property is located (or, if no such court has jurisdiction or <br />accepts jurisdiction, in the United States District Court for the District in which the <br />Property is located), (ii) consents to the jurisdiction of any such court in any such <br />suit, action or proceeding and (iii) waives any objection that such party may have <br />to the laying of venue of any such suit, action or proceeding in any such court. <br />17. Counterparts. This Agreement may be executed in two or more counterparts, each <br />of which shall be deemed an original, but all of which together shall constitute one and the same <br />instrument. <br />ATTY/AGR.2025.012/BMR-Bay LP (700, 720, and 740 Bay Road) (Page 7 of 16)