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<br />11.2 Interpretation. This Agreement has been negotiated at arm’s <br />length and each party has been represented by independent legal counsel in this transaction and <br />this Agreement has been reviewed and revised by counsel to each of the Parties. Accordingly, <br />each party hereby waives any benefit under any rule of law (including Section 1654 of the <br />California Civil Code) or legal decision that would require interpretation of any ambiguities in <br />this Agreement against the party drafting it. <br />11.3 Survival. All indemnities, covenants, representations and <br />warranties contained in this Agreement shall survive Close of Escrow. <br />11.4 Successors. Except as provided to the contrary in this Agreement, <br />this Agreement shall be binding on and inure to the benefit of the Parties and their successors <br />and assigns. <br />11.5 Governing Law. This Agreement shall be construed and <br />interpreted in accordance with the laws of the State of California. <br />11.6 Integrated Agreement; Modifications. This Agreement contains all <br />the agreements of the Parties concerning the subject hereof and cannot be amended or modified <br />except by a written instrument executed and delivered by the parties. There are no <br />representations, agreements, arrangements or understandings, either oral or written, between or <br />among the parties hereto relating to the subject matter of this Agreement that are not fully <br />expressed herein. In addition there are no representations, agreements, arrangements or <br />understandings, either oral or written, between or among the Parties upon which any party is <br />relying upon in entering this Agreement that are not fully expressed herein. <br />11.7 Severability. If any term or provision of this Agreement is <br />determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, <br />unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, any <br />such provision shall not be affected by the legality, enforceability, or validity of the remainder of <br />this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with <br />the provisions of this Section, then the stricken provision shall be replaced, to the extent possible, <br />with a legal, enforceable and valid provision this is in keeping with the intent of the Parties as <br />expressed herein. <br />11.8 Notices. Any delivery of this Agreement, notice, modification of <br />this Agreement, collateral or additional agreement, demand, disclosure, request, consent, <br />approval, waiver, declaration or other communication that either party desires or is required to <br />give to the other party or any other person shall be in writing. Any such communication may be <br />served personally, or by nationally recognized overnight delivery service (i.e., Federal Express) <br />or sent by prepaid, first class mail, return receipt requested to the party’s address as set forth <br />below: <br /> - 9 -