Laserfiche WebLink
Licensee is diligently pursuing its efforts to cure, The Licensor may not maintain any action or <br />effect any remedies for default against Licensee unless and until Licensee has failed to cure the <br />breach within the time periods provided in these Sections 11.1 and 11.2. <br />11.3 Licensor Default. If Licensor breaches any covenant or obligation of Licensor <br />under this Agreement in any manner and if Licensor fails to commence to cure such breach within <br />thirty (30) days after receiving written notice from Licensee specifying the violation (or if Licensor <br />fails thereafter to diligently prosecute the cure to completion), then Licensee may enforce any and <br />all of its rights and/or remedies provided under this Agreement or by law or it may (although it <br />shall not be obligated to) cure Licenser's breach and/or perform Licensor's obligations (on <br />Licensor's behalf and at Licensor's expense) and require Licensor to reimburse to Licensee all <br />reasonable costs and expenses (including reasonable attorneys' fees) incuurred in connection with <br />such cure and/or performance. <br />12. ASSIGNMENT AND CUSTOMER EQUIPMENT. This Agreement shall be binding upon, and <br />inure to the benefit of, the successors and assigns of the parties. <br />12.1 Licensee shall not assign this Agreement or its rights or obligations to any firm, <br />corporation, individual, or other entity, without the prior written consent of Licensor. <br />Notwithstanding the foregoing, Licensee may assign or transfer the rights and privileges granted <br />herein to any parent or subsidiary of Licensee, to an entity with or into which Licensee may merge <br />or consolidate, to an entity which Licensee is controlled by, or is under common control with such <br />entity, or to any purchaser of all or substantially all of the assets of Licensee with prior notice to <br />Licensor but without the requirement for Licensor approval, so long as the successor provides <br />written confirmation to Licensor that it is then fully liable to the Licensor for compliance with all <br />terms and conditions of this Agreement. The Licensee shall reimburse the Licensor for all direct <br />and indirect costs and expenses reasonably incurred by the Licensor in considering a request to <br />transfer or assign this Agreement. <br />12.2 Licensee need not own all components of Equipment subject to this Agreement, <br />and may permit its customers to maintain ownership of Equipment components. However, (1) all <br />Equipment must be wholly under the control and management of Licensee; and Licensee shall be <br />liable for all acts or omissions, and all harms associated with the Equipment whether the same are <br />its acts or omissions, or the acts or omissions of the owner of the Equipment; and (2) Licensee <br />acknowledges and agrees that no rights of ownership in Equipment by Licensee's customers shall <br />permit any such customer to enter upon, or use the any portion of the Municipal Facilities or the <br />Equipment, in any other manner or at any other place, including to add to, or modify or install <br />Equipment, which shall be Licensee's sole responsibility. Further, Licensee may not install <br />Equipment it does not own on Municipal Facilities, unless the entity for on whose behalf the <br />Equipment has been installed aelmowledges and agrees, in a form acceptable to the Licensor: that <br />the Licensor has not granted it a consent to be in the ROW for any purpose; that it is bound by <br />Licensee's representations, obligations and duties hereunder; that it shall have no rights or claims <br />against the Licensor of any sort related to the Equipment or Mtuiicipal Facilities; that its Equipment <br />may be subject to taxes, fees or assessments as provided in the Laws or the Agreement, and that <br />Licensor may treat any Equipment owned by such entity as if it were owned by Licensee for all <br />purposes (including, but not limited to, removal and relocation); and that the Equipment may only <br />Page 19 of 23 <br />25F-21 <br />