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neither this Access Agreement nor any acts performed pursuant thereto may be introduced into evidence to <br />establish such liability or responsibility. <br />13. Severability. If one or more provisions of this Access Agreement are held to be unenforceable <br />under applicable law, such provision(s) shall be excluded from this Access Agreement, and the balance of the <br />Access Agreement shall be Interpreted as if such provision(s) was/were so excluded, and shall be enforceable <br />In accordance with its remaining terms. <br />14. Entire Agreement: No Amendment to Purchase and Sale Agreement. There are no oral <br />representations, stipulations or warranties, express or implied, with respect to the subject matter of this Access <br />Agreement which are not fully set forth herein. Except for all of the terms and conditions of the Purchase and <br />Sale Agreement and any other agreements and documents executed pursuant thereto (none of which are <br />amended, modified, or deleted by this Access Agreement), all prior oral or written or contemporaneous <br />promises, representations, agreements or understandings, express or implied, regarding the subject matter of <br />this Access Agreement are expressly merged herein and superseded hereby. <br />15. Headings. The headings in this Access Agreement are intended solely for convenience of <br />reference and shall not in any manner amplify, limit, modify or otherwise affect the Interpretation of any provision <br />of this Access Agreement; and the masculine, feminine or gender neutral, as well as the singular and plural, <br />shall be deemed to include the other gender and numbers whenever the context so indicates or requires. <br />16. Further Assurances. Licensor and Licensee agree to execute and deliver such other documents <br />and to take such other actions as may reasonably be required to effectuate the purpose and subject matter of <br />this Access Agreement. <br />17. Waiver. No purported waiver by either Party hereto of any term or provision of this Access <br />Agreement or of any breach thereof shall be deemed to be a waiver of such provision or breach unless such <br />waiver is in writing and signed by the Party making such waiver. No such waiver shall be deemed to be a <br />subsequent waiver of such provision or a waiver of any subsequent breach of the same or any other provision <br />hereof. <br />18. No Joint Venture. The Parties acknowledge and agree that this Access Agreement shall not be <br />construed to create a partnership, joint venture, employment or agency relationship between the Parties. <br />19. Indemnification. Licensee shall indemnify, defend, and hold Licensor (and Its officers, <br />managers, representatives, agents, and employees) harmless from and against any and all liabilities, claims, <br />suits, judgments, actions, investigations, proceedings, costs, and expenses (including attorneys' fees and <br />costs) arising out of any death, bodily injury, or property damage caused by any act and/or omission by <br />Licensee or its Designated Representatives at the Property in connection with Licensee's exercise of its rights <br />under this Access Agreement. <br />[Signatures on Next Page] <br />Page 4 of 6 <br />