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• <br /> 10.12 Further Assurances. The Parties shall at their own cost and <br /> expense execute and deliver such further documents and instruments and shall take such <br /> other actions as may be reasonably required or appropriate to carry out the intent and <br /> purposes of this Agreement. <br /> 10.13 Waivers. Any waiver by any party shall be in writing and shall not <br /> be construed as a continuing waiver. No waiver will be implied from any delay or failure <br /> to take action on account of any default by any party. Consent by any party to any act or <br /> omission by another party shall not be construed to be a consent to any other subsequent <br /> act or omission or to waive the requirement for consent to be obtained in any future or <br /> other instance. <br /> 10.14 Signatures/Counterparts. This Agreement may be executed in two <br /> or more counterparts, each of which shall be deemed an original, but all of which together <br /> shall constitute one and the same instrument. Any one of such completely executed <br /> counterparts shall be sufficient proof of this Agreement. <br /> 10.15 Date and Delivery of Agreement. Notwithstanding anything to the <br /> contrary contained in this Agreement, the parties intend that this Agreement shall be <br /> deemed effective, and delivered for all purposes under this Agreement, and for the <br /> calculation of any statutory time periods based on the date an agreement between parties <br /> is effective, executed, or delivered, as of the Effective Date. <br /> 10.16 Representation on Authority of Parties. Each person signing this <br /> Agreement represents and warrants that he or she is duly authorized and has legal <br /> capacity to execute and deliver this Agreement. Each party represents and warrants to <br /> the other that the execution and delivery of the Agreement and the performance of such <br /> party's obligations hereunder have been duly authorized and that the Agreement is a valid <br /> and legal agreement binding on such party and enforceable in accordance with its terms. <br /> 10.17 Approvals. Whenever this Agreement calls for Seller approval, <br /> consent, extension or waiver, the written approval, consent, or waiver of the Seller's <br /> • Executive Director or his or her. designee(s) shall constitute the approval, consent, <br /> extension or waiver of the Seller, without further authorization required from the Seller's <br /> Board. The Seller hereby authorizes the Agency's Executive Director and his or her <br /> designee(s) to deliver any such approvals, consents, or extensions or waivers as are <br /> required by this Agreement, or that do not otherwise reduce Seller's rights under this <br /> Agreement, and to waive requirements under this Agreement, on behalf of the Seller. <br /> SIGNATURES ON FOLLOWING PAGE <br /> -10 - <br />