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ATTACHMENT <br />5.5 Compliance with All Laws. The parties shall comply with all applicable statutes, <br />ordinances, regulations, and requirements of all governmental entities in the <br />performance of this Agreement. <br />5.6 Headings. Paragraphs and subparagraph headings contained in this Agreement <br />are included solely for convenience and are not intended to modify, explain or to <br />be a full or accurate description of the content thereof and shall not in any way <br />affect the meaning or interpretation of this Agreement. <br />5.7 Construction. The parties have participated jointly in the negotiation and drafting <br />of this Agreement. In the event an ambiguity or question of intent or interpretation <br />arises with respect to this Agreement, this Agreement shall be construed as if <br />drafted jointly by the parties and in accordance with its fair meaning. There shall <br />be no presumption or burden of proof favoring or disfavoring any party by virtue of <br />the authorship of any of the provisions of this Agreement. <br />5.8 Amendments. Only a writing executed by the parties hereto or their respective <br />successors and assigns may amend this Agreement. <br />5.9 Waiver. The delay or failure of either party at any time to require performance or <br />compliance by the other of any of its obligations or agreements shall in no way be <br />deemed a waiver of those rights to require such performance or compliance. No <br />waiver of any provision of this Agreement shall be effective unless in writing and <br />signed by a duly authorized representative of the party against whom enforcement <br />of a waiver is sought. The waiver of any right or remedy in respect to any <br />occurrence or event shall not be deemed a waiver of any right or remedy in respect <br />to any other occurrence or event, nor shall any waiver constitute a continuing <br />waiver. <br />5.10 Severability. If any provision of this Agreement is determined by a court of <br />competent jurisdiction to be unenforceable in any circumstance, such <br />determination shall not affect the validity or enforceability of the remaining terms <br />and provisions hereof or of the offending provision in any other circumstance. <br />Notwithstanding the foregoing, if the value of this Agreement, based upon the <br />substantial benefit of the bargain for any party, is materially impaired, which <br />determination made by the presiding court or arbitrator of competent jurisdiction <br />shall be binding, then both parties agree to substitute such provision(s) through <br />good faith negotiations. <br />5.11 Counterparts. This Agreement may be executed in one or more counterparts, <br />each of which shall be deemed an original. All counterparts shall be construed <br />together and shall constitute one agreement. <br />5.12 Authority. The persons executing this Agreement on behalf of the parties hereto <br />warrant that they are duly authorized to execute this Agreement on behalf of said <br />parties and that by doing so the parties hereto are formally bound to the provisions <br />of this Agreement. <br />(Signatures appear on the following page.] <br />