RecD08 2008-086768 (2) - Laserfiche WebLink

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, . 8.11 Legal Actions. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, the Party prevailing in any such action shall be entitled to recover against the Party not prevailing all reasonable attorneys' fees and costs incurred in such action. 8.12 Bindin2 Effect Due Authorization. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest and assigns of each of the Parties hereto. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor, heir, administrator, executor or assign of such Party who has acquired interest. Developer hereby represents and warrants that all actions necessary on the part of Developer to authorize the execution of this Agreement and to undertake the actions contemplated hereby have been undertaken, and the person(s) executing this Agreement on behalf of Developer have been duly authorized to do so. 8.13 Parties Not Co-Venturers. Nothing in this Agreement is intended to or does establish the Parties as partners, co- venturers, or principal and agent with one another. 8.14 Time is of the Essence. In all matters under this Agreement, the Parties agree that time is of the essence. 8.15 Complete Understanding of the Parties. This Agreement, constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, documents and discussions pertaining thereto. This Agreement, together with the attached Exhibits, constitutes the final and exclusive understanding and agreement of the Parties and supersedes all negotiations or previous agreements of the Parties with respect to all or any part of the subject matter hereof. The Exhibits attached to this Agreement are incorporated herein for all purposes. 8.16 Good Faith. The Parties recognize that it is impractical in this Agreement to provide for every contingency which may arise during the life of the Agreement, and the Parties hereby agree that it is their intention that this Agreement shall operate fairly between them and without detriment to the interests of any of them, and that, if during the term of this Agreement any Party believes that this Agreement is operating unfairly, the Parties will use their best efforts to agree on such action as may be necessary to remove the cause or causes of such unfairness. A TTY IAGRJ2008.013 022708 21