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under this Agreement, Buyer may terminate the Agreement upon thirty (30) days' written <br />notice to Seller (Seller having cure rights during the 30-day period), and thereafter, <br />neither party shall have any further rights or obligations hereunder. <br />15. MISCELLANEOUS PROVISIONS. <br />a. Voluntary and Knowing Action. The Parties, by executing this Agreement, <br />state that they have carefully read this Agreement and understand fully the <br />contents thereof; that in executing this Agreement they voluntarily accept all <br />terms described in this Agreement without duress, coercion, undue influence, or <br />otherwise, and that they intend to be legally bound thereby. <br />b. Authorized Signatories. The Parties each represent and warrant to the other that <br />(1) the persons signing this Agreement are authorized signatories for the entities <br />represented, and (2) no further approvals, actions or ratifications are needed for <br />the full enforceability of this Agreement; each party indemnifies and holds the <br />other harmless against any breach of the foregoing representation and warranty. <br />c. Data Practices. The parties acknowledge that this Agreement is subject to the <br />requirements of Minnesota's Government Data Practices Act, Minnesota Statutes, <br />Section 13.01 et seq. <br />d. Assignment. This Agreement may not be assigned by either Party without the <br />written consent of the other Party, which consent shall not be unreasonably <br />withheld, conditioned or delayed. <br />e. Headings and Captions. Headings and captions contained in this Agreement are <br />for convenience only and are not intended to alter any of the provisions of this <br />Agreement and shall not be used for the interpretation of the validity of the <br />Agreement or any provision hereof. <br />f. Survival. The respective covenants, agreements, indemnifications, warranties <br />and other terms of this Agreement will survive and be in full force and effect after <br />the Closing, and shall not be deemed to have merged into any of the Closing <br />Documents. <br />g. Other Documents. Each Party to this Agreement agrees, both at the Closing and <br />after the Closing, to execute such other documents as may be reasonably <br />requested by the other Party in order to complete the transactions contemplated by <br />this Agreement. <br />h. Counterparts. This Purchase Agreement may be executed in counterparts, each <br />of which shall be deemed an original, and which together shall constitute a single, <br />integrated contract. <br />7 <br />