Reso 2016-027 - Laserfiche WebLink

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11.2. Interpretation. This Agreement has been negotiated at arm's length and each party has been represented by independent legal counsel in this transaction and this Agreement has been reviewed and revised by counsel to each of the Parties. Accordingly, each party hereby waives any benefit under any rule of law(including Section 1654 of the California Civil Code) or legal decision that would require interpretation of any ambiguities in this Agreement against the drafting party. 11.3. Survival. All indemnities, covenants, representations and warranties contained in this Agreement shall survive Close of Escrow. 11.4. Successors. Except as provided to the contrary in this Agreement,this Agreement shall be binding on and inure to the benefit of the Parties and their successors and assigns. 11.5. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. 11.6. Integrated Agreement; Modifications. This Agreement contains all the agreements of the Parties concerning the subject hereof any cannot be amended or modified except by a written instrument executed and delivered by the parties. There are no representations, agreements, arrangements or understandings, either oral or written, between or among the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein. In addition there are no representations, agreements, arrangements or understandings, either oral or written, between or among the Parties upon which any party is relying upon in entering this Agreement that are not fully expressed herein. 11.7. Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, any such provision shall not be affected by the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this Section,then the stricken provision shall be replaced, to the extent possible, with a legal, enforceable and valid provision this is in keeping with the intent of the Parties as expressed herein. 11.8. Notices. Any delivery of this Agreement,notice, modification of this Agreement, collateral or additional agreement, demand, disclosure, request, consent, approval, waiver, declaration or other communication that either party desires or is required to give to the other party or any other person shall be in writing. Any such communication may be served personally, or by nationally recognized overnight delivery service (i.e., Federal Express)which provides a receipt of delivery, or sent by prepaid, first class mail,return receipt requested to the party's address as set forth below: To Buyer: Sansome Pacific Properties 303 Sacramento Street, 4th Floor San Francisco, CA 94111 Attn: David J. Gustafson,Director 12