Laserfiche WebLink
requirement that Buyer post any bond or other security as a condition of obtaining any such relief. Buyer's <br /> right to enforce its rights under this Section are not subject to Section 7.14 below. <br /> SECTION 7.07. Amendment; Waiver, <br /> This Agreement may not be amended, modified, or <br /> supplemented in any manner,whether by course of conduct or otherwise,except by an instrument in writing <br /> specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of any <br /> party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or <br /> partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such <br /> right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of <br /> any other right or power. The rights and remedies of the parties hereunder are cumulative and are not <br /> exclusive of any rights or remedies which they would otherwise have hereunder.Any agreement on the part <br /> of any party to any such waiver shall be valid only if set forth in a written instrument executed and delivered <br /> by such party or a duly authorized manager or officer on behalf of such party(as the case may be). <br /> SECTION 7.08. Binding Effect;Assignment. This Agreement shall be binding upon the parties <br /> hereto and their respective successors and permitted assigns, and, except for the indemnification rights of <br /> the indemnitees,who are third party beneficiaries of this Agreement, no other Person shall acquire or have <br /> any right under, or by virtue of,this Agreement. No party may assign or transfer any right or delegate any <br /> obligation hereunder without the prior written consent of the other party hereto, which consent may be <br /> withheld in its sole discretion; provided, that Buyer may assign or transfer its rights hereunder to any <br /> affiliate or to any purchaser or transferee of any Assets being acquired hereunder;provided,further,that in <br /> the event of an assignment by Buyer, Buyer shall remain responsible and liable for all of its obligations and <br /> responsibilities hereunder. Any purported assignment or transfer in violation of this Section shall be null <br /> and void. <br /> SECTION 7.09. Governing Law. This Agreement shall be governed by and construed and <br /> enforced in accordance with the internal, substantive Laws of the State of Delaware, without giving effect <br /> to the conflict of Laws principles that would apply the Laws of any other jurisdiction. <br /> SECTION 7.10. Severability. Any provision of this Agreement that is found by an arbitrator or <br /> other adjudicator of competent jurisdiction to be invalid, void, or otherwise unenforceable shall in no way <br /> affect, impair, or invalidate any other provision hereof, and the remaining provisions hereof shall <br /> nevertheless remain in full force and effect. To the extent that any such provision is so found to be invalid, <br /> void, or otherwise unenforceable as written,the parties authorize the adjudicator to revise it retroactive to <br /> the Closing Date so that it is enforceable to the greatest extent allowed by applicable Law. In the event that <br /> the adjudicator declines to exercise such authority,the parties agree to make such revision. <br /> SECTION 7.11. Entire Agreement. This Agreement,the Related Instruments, and the Exhibits <br /> and Schedules to this Agreement and the Related Instruments, represent the entire agreement and <br /> understanding of the parties with respect to the Transactions and supersede and cancel all prior agreements, <br /> understandings, or communications, whether oral or in writing, relating to the subject matter hereof, <br /> including the non-disclosure/confidentiality agreement between Buyer, the Sellers and/or their <br /> Representatives concerning the Transactions. No representation, warranty, promise, inducement, or <br /> statement of intention has been made by any party hereto which is not embodied in this Agreement, the <br /> Related Instruments, or the Exhibits and Schedules to this Agreement and the Related Instruments, and no <br /> party shall be found liable for any alleged representation, warranty, promise, inducement, or statement or <br /> intention not so set forth. <br /> SECTION 7.12. No Presumption Against Drafter. This Agreement and each of the terms and <br /> provisions hereof are deemed to have been explicitly negotiated between the parties, and the language in <br /> 30 <br />