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8 <br />result of any breach thereof, the Party prevailing in any such action shall be entitled to recover <br />against the other Party all reasonable attorneys’ fees and costs incurred in such action. <br />7.5 CAPTIONS; INTERPRETATION. The captions of the Sections and Articles of <br />this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions herein contained. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. Time <br />is of the essence in the performance of this Agreement. <br />7.6 FURTHER ASSURANCES. The Parties agree to execute, acknowledge and <br />deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Agreement. <br />7.7 PARTIES NOT CO-VENTURERS. Nothing in this Agreement is intended to or <br />shall establish the Parties as partners, co-venturers, or principal and agent with one another. <br /> 7.8 GOVERNING LAW; VENUE. This Agreement shall in all respects be construed <br />and enforced in accordance with the laws of the State of California without regard to principles of conflicts of laws. The Parties consent to the jurisdiction of the superior courts in Alameda County, and the federal courts in the Northern District of California. Borrower irrevocably <br />consents to service, jurisdiction, and venue of such courts for any such litigation and waives any <br />other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. <br /> 7.9 WAIVER; MODIFICATION AND AMENDMENT. No failure or delay on the <br />part of the Lender in exercising any right, power, or remedy hereunder shall operate as a waiver <br />thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any <br />other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. <br />No modification or waiver of any provision of this Agreement, nor any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing, and <br />then such waiver or consent shall be effective only in the specific instance and for the specific <br />purpose for which given. No notice to or demand on the Borrower in any case shall entitle the <br />Borrower to any other or further notice or demand in similar or other circumstances. No <br />amendment to or modification of this Agreement shall be effective unless and until such amendment or modification is in writing, properly approved in accordance with applicable <br />procedures, and executed by the Parties. <br /> <br />7.10 ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit <br />of the Parties and their respective successors and assigns. Notwithstanding the foregoing, Lender’s obligation to make the Loan is personal to Borrower, and shall not be assignable by <br />Borrower by operation of law or otherwise absent the express written consent of Lender, and any <br />such assignment by operation of law or otherwise shall be void. <br />7.11 NO THIRD PARTY BENEFICIARIES. There shall be no third party <br />beneficiaries to this Agreement. <br />7.12 ENTIRE AGREEMENT; EXHIBITS. This Agreement, together with the other <br />Loan Documents, constitutes the entire agreement between the Parties with respect to the subject