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<br />11.5 Waivers: Modification. No waiver of any breach of any covenant or provision of <br />this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no <br />waiver shall be valid unless in writing and executed by the waiving party. An extension oftime <br />forperforrnance of any obligation or act shall not be deemed an extension of the time for <br />performance of any other obligation or act, and no extension shall be valid unless in writing and <br />executed by the waiving party. This Agreement may be amended or modified only by a written <br />instrument executed by the Parties. <br /> <br />11.6 Binding on Successors. Subject to the restrictions on Transfers set forth in Article <br />VI, this Agreement shall bind and inure to the benefit of the Parties and their respective <br />pennitted successors and assigns. Any reference in this Agreement to a specifically named party <br />shall be deemed to apply to any permitted successor and assign of such party who has acquired <br />an interest in compliance with this Agreement or under law. <br /> <br />11.7 Survival. All representations made by Owner hereunder and Owner's obligations <br />pursuant to Sections 3.7. 3.9. 5.3.8.1. 8.2, 10.1. 11.1 and 11.19 shall survive the expiration or <br />termination of this Agreement and the issuance and recordation of a Certificate of Completion. <br /> <br />11.8 Construction. The section headings and captions used herein are solely for <br />convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this <br />Agreement is the product of negotiation and compromise on the part of both Parties, and the <br />Parties agree, that since both Parties have participated in the negotiation and drafting ofthis <br />Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather <br />according to its fair meaning as a whole, as ifboth Parties had prepared it. <br /> <br />11.9 Action or Approval. Whenever action and/or approval by Agency is required <br />under this Agreement, Agency's Executive Director or his or her designee may act on and/or <br />approve such matter unless specifically provided otherwise, or unless the Executive Director <br />determines in his or her discretion that such action or approval requires referral to Agency's <br />Board for consideration. <br /> <br />11.10 Entire Agreement. This Agreement, including Exhibits A through D attached <br />hereto and incorporated herein by this reference, contains the entire agreement between the <br />Parties with respect to the subject matter hereof, and supersedes all prior written or oral <br />agreements, understandings, representations or statements between the Parties with respect to the <br />subject matter hereof. <br /> <br />11.11 Counterparts. This Agreement may be executed in one or more counterparts, each <br />of which shall be an original and all of which taken together shall constitute one instrument. The <br />signature page of any counterpart may be detached therefrom without impairing the legal effect <br />of the signature(s) thereon provided such signature page is attached to any other counterpart <br />identical thereto having additional signature pages executed by the other Party. Any executed <br />counterpart of this Amendment may be delivered to the other Party by facsimile and shall be <br />deemed as binding as if an originally signed counterpart was delivered. <br /> <br />8] 8642.2 <br /> <br />22 <br />