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inure to the benefit of the Parties hereto, their heirs, legal <br />representatives, successors and permitted assigns. Neither <br />Party may assign its rights and obligations under this MSA <br />without the prior written consent of the other Party. <br />Notwithstanding the foregoing, this MSA may be assigned <br />by either Party to an entity which is an affiliate or <br />subsidiary who is a successor In interest in connection with <br />a merger, acquisition or consolidation, or to the purchaser <br />in connection with the sale of all or substantially all of its <br />assets. Any assignment or transfer of this Agreement in <br />violation of this provision shall be null and void and of no <br />force or effect. <br />12.7 No Waiver: No Modification. The failure of either <br />Party to enforce, at any time or for any period of time, the <br />provisions hereof, or the failure of either Party to exercise <br />any option herein, shall not be construed as a waiver of <br />such provision or option and shall in no way affect that <br />Party's right to enforce such provisions or exercise such <br />option. <br />12.8 Severabilitv. In the event any provision of this <br />MSA is determined to be Invalid or unenforceable by ruling <br />of an arbitrator or court of competent jurisdiction, the <br />remainder of this MSA (and each of the remaining terms <br />and conditions contained herein) shall remain in full force <br />and effect. <br />12.9 Force Maieure. Except with respect to failure to <br />pay any amount due underthis MSA, neither party shall be <br />deemed to have breached this MSA if Its delay or its failure <br />to perform all or any part of its obligation hereunder result <br />from flood, earthquake, fire, or other acts of God, or war, <br />tropical weather event, blizzard, strikes, slowdowns, labor <br />unrest, riot, civil commotion, the public enemy, power <br />failure, computer processing or data transmission delays or <br />difficulties, delays or difficulties in obtaining supplies, <br />materials, or delays or difficulties relating to the <br />performance of services provided by others, or other <br />circumstances beyond reasonable control, or by reason of <br />a judgment, ruling, or order of any court, agency, or <br />competent jurisdiction, or change of law or regulation <br />occurring subsequent to the signing of this MSA. <br />12.10 countprnartc, This Agreement may be executed <br />in two or more counterparts, each of which shall be an <br />original, but all of which together shall constitute one and <br />the same instrument. The Parties agree to accept and be <br />bound by facsimile, email or PDF transmitted copies of this <br />Agreement and its counterparts including facsimile, email <br />or PDF signatures of the Parties. <br />6735516v.4 <br />