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16. FURTHER ASSURANCES. The parties hereto shall execute and deliver all such other <br /> documents and take all such other actions as any party may reasonably request to effect the terms <br /> and conditions of this Agreement. The parties shall cooperate with each other and with their <br /> respective legal counsel and accountants in connection with any actions to be taken as a part of <br /> their respective obligations under this Agreement. <br /> 17. CONFIDENTIALITY. All parties hereto agree that the fact of, and terms and <br /> conditions of, the transactions contemplated herein are matters of a confidential and proprietary <br /> nature to the Purchasers, and, accordingly, agree that for a period of five (5)years from the date <br /> of this Agreement, they will each keep, and cause their respective shareholders, members, <br /> partners, associates, representatives and spouses to keep, confidential and not directly or <br /> indirectly divulge to anyone nor use or otherwise appropriate for its own benefit,any information <br /> as to the facts of, or terms and conditions of, the transactions contemplated in this Agreement <br /> (excluding only any such information or materials known to or readily available to the public <br /> other than as a result of a disclosure not permitted hereunder,or in compliance with a duly issued <br /> subpoena from a court with proper jurisdiction). <br /> 18. GENERAL PROVISIONS. <br /> 18.1 Indulgences. Neither the failure nor any delay on the part of any party to exercise any <br /> right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor <br /> shall any single or partial exercise of any right, remedy,power or privilege preclude any other or <br /> further exercise of the same or of any other right, remedy, power or privilege, nor shall any <br /> waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a <br /> waiver of such right,remedy,power or privilege with respect to any other occurrence.No waiver <br /> shall be effective unless it is in writing and is signed by the party asserted to have granted such <br /> waiver. <br /> 18.2 Controlling Law, Venue. This Agreement and all questions relating. to its validity, <br /> interpretation, performance and enforcement shall be governed by and construed in accordance <br /> with the laws of the State of Colorado, notwithstanding any Colorado or other conflict-of-law <br /> provisions to the contrary. The parties agree that the exclusive jurisdiction and venue of any <br /> litigation relating hereto shall be in the District Court of Colorado in and for Moffat County. <br /> SPA Anson TCV Clean 0528t4 14 <br />