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A Notice that is sent by certified mail or registered mail shall be deemed given forty-eight X48} hours after it <br /> is mailed. If any time period in this Agreement commences upon the delivery of Notice to any one or <br /> more parties, the time period shall commence only when all of the required Notices have been deemed <br /> given. <br /> 70.3 Headings <br /> The various headings in these Terms and Conditions are inserted for convenience only~and shall not affect <br /> the meaning or interpretation of these Terms and Conditions or any section or provision hereof. <br /> 10.4 Assignment <br /> Neither party shat have the right to assign any of its rights nor d~egate any of its obligations under the Agreement <br /> without the prior written consent of the .other party, provided that such consent shall not' be unreasonably withheld, <br /> except That Intergraph may assign its rights and obligations under the Agreement, without the approval of Customer, ' <br /> to an entity which acquires al! or substantially aG of the assets of Intergraph or of the Intergraph div~ion furnishing <br /> services under the Agreement, or to any subsidiary, affiliate or successor in a merger or acquisiition of fntergraph, or in <br /> -the case of individual products or product lines, Intergraph may assign its rights and obligations under the Agreement ` <br /> for the product or product line, without the approval of Customer to an enfify which acquires aG or substantially all of <br /> the product or product line asset. <br /> 10.51nterpretation <br /> The Agreement shat for a0 pcxposes be construed and enforced under and in accordance with the Laws of the <br /> -State of Alabama and shall have been deemed to have been executed in Huntsv~7fe, Alabama. The parties agree <br /> that any legal action or proceeding relating to the Agreement shall be instituted in the Circuit Court for Madison t <br /> .County, Alabama or the United States District Court for the Northern District of Alabama, Northeastern Divi~on. The <br /> .parties agree to submit to the jurisdiction of and agree that venue is proper in these courts in any such legal action or <br /> proceedings. ~ <br /> 10.6 SeverabdNy ° <br /> Whenever pos~ble, each provision of the Agreement and each related document shall be interpreted in such a <br /> manner as to be effective and valid under applicable k~v. However, if any provision of the Agreement or any <br /> related document shall be prohibited by or invalid under applicable k~w, such provision shall be ineffective only to the <br /> extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining prov~iorn <br /> of the Agreement or such related document. <br /> 1Q:7 No Waiver <br /> Any failure by either party tv enforce performance of the Terms and Conditions of the Agreement shall <br /> not constitute a waiver of, or affect said party's right to avail itself of such remedies as it may have for any <br /> subsequent breach of the terms of the Agreement. I <br /> 70.8 Force Majeure ~ <br /> Except for payment obligation hereunder, neither party shall be liable for any failure to perform or observe <br /> -any of its obligations under this Agreement for as long as and to the extent that such performance is <br /> .prevented or hindered by any circumstances beyond its reasonable control. By way of example and not <br /> limitation, such causes may include acts of God or public enemies; labor disputes; acts of local, state, or <br /> national governments or public agencies; utility or communications failure; fire; flood; epidemics; riots; or <br /> .strikes. The time for performance of any right or obligation delayed by such events will be postponed for a <br /> .period equal to the delay. If, however, a party is subject to a force majeure that endures for more than <br /> <br /> sixty X60) days, the other party has a rightto terminate the Agreement. <br /> 25F-15 <br /> <br />