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2.9 Waiver. No delay or omission In the exercise of any right or remedy of a non-defaulting <br /> Party on any default shall impair such right or remedy or be construed as a waiver. Either Parties' consent <br /> or approval of any act by the other Party requiring its consent or approval shall not be deemed to waive or <br /> render unnecessary its consent to or approval of any subsequent act of the other Party, Any waiver by either <br /> Party of any default must be in writing and shall not be a waiver of any other default concerning the same <br /> or any other provision of this Agreement. <br /> 2,10 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly <br /> declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the <br /> exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at <br /> the same or different times,of any other rights or remedies for the same default or any other default by the <br /> other Party. All warranties and promises to indemnify shall survive the termination, abandonment, or <br /> completion of this Agreement. <br /> 2.11 Legal Counsel, Each Party acknowledges that: (i)it has read this Agreement; (ti) it has <br /> had the opportunity to have this Agreement explained to it by legal counsel of its choice;(ili)It is aware of <br /> the content and legal effect of this Agreement; and(iv)it is not relying on any representations made by the <br /> other Party or any of the employees, agents, representatives, or attorneys of the other Party, except as <br /> expressly set forth in this Agreement. <br /> 2,12 Severabillty. 1n the event that any one or more of the phrases, sentences, clauses, <br /> paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid <br /> judgment or decree of a court of competent jurisdiction,such invalidity or unenforecability shall not affect <br /> any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are <br /> hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. <br /> 2.13 Binding Effect, The terms of this Agreement shall inure to the benefit of, and shall be <br /> binding upon,each of the Parties and their respective successors and assigns. <br /> 2.14 Authorized Representatives. The person or persons executing this Agreement on behalf <br /> Licensoc and City warrants and represents that he/she has the authority to execute this Agreement on behalf <br /> of that Party and that he/she has the authority to bind that Party to the performance of its obligations <br /> hereunder. <br /> 2.15 Entire Agreement. This Agreement constitutes the entire and integrated agreement of <br /> Licensee and City with respect to the subject matter hereof and supersedes any and all prior and <br /> contemporaneous oral or written negotiations,representations or agreements, <br /> (signature page to follow] <br /> 8 <br /> i <br />