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ARTICLE X. <br /> MISCELLANEOUS <br /> 10.1 Assignment. No Party hereto shall assign this Agreement or any part hereof <br /> without the prior written consent of the other Party; provided,however, any Party may assign its <br /> right to receive a payment entitled to be received by it pursuant to this Agreement by providing <br /> written notice of such assignment to the other Party; provided, further, however, that the Buyer <br /> may, without the prior written consent of the Seller or the Individuals, assign all or part of its <br /> rights under this Agreement to any one or more of its Affiliates prior to the Closing. Subject to <br /> the foregoing,this Agreement shall be binding upon and inure to the benefit of the Parties hereto <br /> and their respective permitted successors and assigns. <br /> 10.2 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the <br /> Parties hereto and their permitted assigns and nothing herein expressed or implied shall give or <br /> be construed to give to any Person, other than the Parties hereto and such assigns, any legal or <br /> equitable rights hereunder. This Agreement contains representations and warranties that the <br /> Parties hereto have made to and solely for the benefit of each other. <br /> 10.3 Expenses. Whether or not the Transactions are consummated, all costs and <br /> expenses incurred in connection with the Transaction Documents and the Transactions shall be <br /> paid by the Party incurring such costs or expenses. <br /> 10.4 Amendments. No amendment to or modification of this Agreement shall be <br /> effective unless it shall be in writing and signed by the Buyer on the one hand or the Seller or <br /> any of the Individuals,on the other hand. <br /> 10.5 Notices. All notices and other communications hereunder shall be in writing and <br /> shall be deemed given (a) on the date of delivery if delivered personally; (b) on the date of <br /> transmission if sent via facsimile or electronic mail transmission to the facsimile number or <br /> electronic mail address given below(with confirmation of such transmission by the recipient) if <br /> sent during normal business hours of the recipient, and on the next Business Day if sent after <br /> normal business hours of the recipient; (c) on the date after delivery to a reputable nationally <br /> recognized overnight courier service; or (d) three (3) days after being mailed by registered or <br /> certified mail (return receipt requested)to the Parties at the following addresses (or at such other <br /> address for a Party as shall be specified by like notice): <br /> (i) If to the Buyer,to: <br /> Sand Acquisition Holdings, LLC <br /> 3033 E. 1st Street, Suite 837 <br /> Denver,CO 80206 <br /> Attention: Legal Notices <br /> E-mail: legal@thoroughbredlp.com <br /> With a required copy(which shall not constitute the required notice)to: <br /> Holland&Hart LLP <br /> 35 <br />