Laserfiche WebLink
action, or proceeding and shall be paid whether or not such action or proceeding is prosecuted to <br />final judgment. Any judgment or order entered in such action or proceeding shall contain a <br />specific provision providing for the recovery of attorneys' fees and costs, separate from the <br />judgment, incurred in enforcing such judgment. The prevailing Party shall be determined by the <br />trier of fact based upon an assessment of which Party's major arguments or positions taken in the <br />proceedings could fairly be said to have prevailed over the other Party's major arguments or <br />positions on major disputed issues. For the purposes of this Section, attorneys' fees shall <br />include, without limitation, fees incurred in the following: (1) post - judgment motions; (2) <br />contempt proceedings; (3) garnishment, levy and debtor and third party examinations; (4) <br />discovery; and (5) bankruptcy litigation. <br />9. Miscellaneous. <br />9.1 No Modifications. No addition to or modification of any term or <br />provision of this Agreement is effective unless in writing and signed by the Parties. <br />9.2 Construction of Agreement. The provisions of this Agreement shall not <br />be construed in favor of or against either Patty; but shall be construed as if both Parties prepared <br />this Agreement. <br />93 Headings. The Section headings of this Agreement are only for <br />convenience and shall not be deemed to•limit the subject of such Sections or to be considered in <br />their construction. <br />9.4 Governing Law. The laws of the State of California shall govern this <br />Agreement <br />9.5 Time of the Essence. Time is of the essence of each and every provision <br />of this Agreement, <br />9.6 Further Assurances. Each of the Patties shall execute and deliver all <br />additional papers, documents and other assurances, and shall do all acts and things reasonably <br />necessary in connection with the performance of their obligations under this Agreement to carry <br />out the intent of this Agreement. <br />9.7 No Waiver. No waiver by a Party of .a breach of any of the terms, <br />covenants, or conditions of this Agreement by the other shall be construed or held to be a waiver <br />of any succeeding or preceding breach of the same or any other term, covenant or condition <br />contained herein. No waiver of any default by a Party shall be implied from any omission by the <br />other Party to take any action on account of such default if such default persists or is repeated <br />and no express waiver shall affect a default other than as specified in such waiver. The consent <br />or approval by either Party to or of any act by the other requiring the first Party's consent or <br />approval shall not be deemed to waive or render unnecessary the consenting Party's consent or <br />approval to or of any subsequent similar acts by the other Party. <br />9.8 Severability. if any portion of this Agreement is field by any court of <br />competent jurisdiction to be illegal, null, void or against public policy, the remaining portions of <br />this Agreement shall not be affected thereby and shall remain in force and effect to the full extent <br />-16- <br />25A-26 <br />