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meaning or interpretation of this Agreement; (c) words imparting either gender shall include the <br /> other gender; (d)the words"include," "includes" or"including" shall be deemed to be followed <br /> by the words "without limitation;" (e) the word "or" is not exclusive; (f) the words "hereof," <br /> "hereto," "herein" and "herewith" and words of similar import shall, unless otherwise stated, be <br /> construed to refer to this Agreement as a whole and not to any particular provisions of this <br /> Agreement; (g) references to any Person includes the successors and permitted assigns of such <br /> Person; (h)each Party and its counsel have reviewed the terms and provisions of this Agreement <br /> and have contributed to its drafting; (i) the rule of construction providing that any ambiguities <br /> are resolved against the drafting Party shall not be employed in the interpretation of this <br /> Agreement; and (j) the terms and provisions of this Agreement shall be constructed fairly as to <br /> all Parties hereto and not in favor of or against any Party, regardless of which Party was <br /> generally responsible for the preparation of this Agreement. <br /> 10.7 Waiver. Waiver of any term or condition of this Agreement by any Party shall be <br /> effective if in writing and shall not be construed as a waiver of any subsequent breach or failure <br /> of the same term or condition, or a waiver of any other term of this Agreement. No failure or <br /> delay by any Party in exercising any right,power or privilege hereunder shall operate as a waiver <br /> thereof nor shall any single or partial exercise thereof preclude any other or further exercise <br /> thereof or the exercise of any other right,power or privilege. <br /> 10.8 Counterparts; Effectiveness. This Agreement may be executed in two (2) or more <br /> counterparts, each of which shall be deemed to be an original but both of which shall constitute <br /> one and the same agreement. This Agreement shall become effective when each Party hereto <br /> shall have received counterparts thereof signed by the other Parties and delivered (by facsimile, <br /> electronic mail or other electronic means). <br /> 10.9 Entire Agreement. This Agreement, including the Disclosure Schedules and the <br /> Exhibits hereto, and the Ancillary Agreements contain the entire agreement and understanding <br /> between the Parties hereto with respect to the subject matter hereof and supersede all prior and <br /> contemporaneous agreements, negotiations, correspondence, undertakings and understandings, <br /> oral or written,relating to such subject matter. <br /> 10.10 Governing Law. This Agreement, and all claims or Actions (whether at Law, in <br /> contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement <br /> or the negotiation, execution or performance hereof, shall be governed by and construed in <br /> accordance with the internal Laws of the State of Colorado applicable to agreements made and to <br /> be performed within the State of Colorado, without giving effect to any choice or conflict of law <br /> provision or rule(whether of the State of Colorado or any other jurisdiction)that would cause the <br /> application of the Laws of any jurisdiction other than the State of Colorado. <br /> 10.11 Consent to Jurisdiction. With respect to any Action or claim arising out of or <br /> relating to any Transaction Document or the Transactions, the Parties hereto hereby expressly <br /> and irrevocably (a) agree and consent to be subject to the exclusive jurisdiction of the District <br /> Court for the Fourth Judicial District for Colorado in El Paso County, Colorado, (b) agree not to <br /> bring any action related to any Transaction Document or the Transactions in any other court <br /> (except to enforce the judgment of such courts), and (c)agree not to object to venue in such <br /> 37 <br />