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- 11 - <br /> withholding, employment, payroll, social security, social contribution, <br /> unemployment compensation, disability, transfer taxes, sales, use, excise, gross <br /> receipts, value added, goods and services and all other taxes of any kind for <br /> which the owner of the Leases & Claims has any Liability whether disputed or <br /> not, and any charges, interest or penalties imposed by any Governmental Entity <br /> in connection therewith. <br /> 6.2 Governing Law. This Agreement shall be construed in accordance with the laws of the <br /> Province of British Columbia and the federal laws of Canada applicable therein, and shall be <br /> treated in all respects as a British Columbia contract. Each of the Parties irrevocably attorns to <br /> the exclusive jurisdiction of the courts of the Province of British Columbia with respect to all <br /> matters arising out of this Agreement and the transactions contemplated herein. <br /> 6.3 Assignments. No Party may assign or transfer this Agreement or the benefits, rights, <br /> duties or obligations of such Party hereunder without the prior written consent of the other <br /> Parties, which consent shall not be unreasonably withheld; provided, however, that a corporate <br /> reorganization or merger of a Party shall not constitute an assignment or transfer of this <br /> Agreement. <br /> 6.4 Survival. The provisions of Subsection 1.3 and Sections 3, 4 and 5 of this Agreement, <br /> and to the extent provided for in Section 2 of this Agreement,shall survive the consummation of <br /> the Transactions contemplated herein. <br /> 6.5 Expenses. Each Party will be responsible for and bear all of its own costs and expenses <br /> incurred in connection with the Transactions. <br /> 6.6 Entire Agreement. Except for the Settlement Agreement, this Agreement embodies the <br /> entire agreement and understanding among the Parties hereto and supersedes all prior agreements <br /> and undertakings,whether oral or written,relative to the subject matter hereof <br /> 6.7 Binding. This Agreement shall inure to the benefit of and be binding upon the Parties <br /> and their respective successors,permitted assigns,heirs,administrators and legal representatives. <br /> 6.8 Unenforceability of Provisions. If any one or more of the provisions contained herein <br /> should be held to be invalid, unenforceable or illegal in any respect in any jurisdiction, the <br /> validity,legality and enforceability of such provision shall not in any way be affected or impaired <br /> thereby in any other jurisdiction and the validity, legality and enforceability of the remaining <br /> provisions contained herein shall not in any way be affected or impaired thereby. <br /> 6.9 Counterparts. This Agreement may be executed in counterparts which may be delivered <br /> by facsimile or e-mail transmission. Each executed counterpart shall be deemed to be an original <br /> and all such counterparts when read together constitute one and the same instrument. <br /> 6.10 Third Party Beneficiaries. This Agreement is exclusively for the benefit of the Parties <br /> and this Agreement shall not be deemed to confer upon or give to any other third party any <br /> remedy, Claim,Liability,reimbursement or other right. <br /> 6.11 Further Assurances. At the request of any Party, the Parties shall take such reasonable <br /> actions, and execute and deliver any further instruments, agreements, documents or other papers <br /> reasonably requested by any Party to effect the purposes of this Agreement and the Transactions <br /> contemplated hereby. <br />