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assignments and consents which may be reasonably required in order to carry out <br />the provisions of this agreement. <br /> <br /> f. This Agreement may be executed in any number of counterparts, <br />each of which shall be deemed to be an original, but all of which shall constitute <br />one and the same instrument. <br /> <br /> g. Nothing herein shall be construed in such a manner so as to <br />constitute one party to be an agent or representative of the other and neither shall <br />not hold itself out as such. <br /> <br /> h. Neither party shall make any warranty or representation, or incur <br />any obligation, liability or indebtedness on behalf of the other. <br /> <br /> i. No amendment, modification or waiver of any condition, provision <br />or term of this Agreement shall be valid or of any effect unless made in writing, <br />signed by the party or parties to be bound or its duly authorized representative and <br />specifying with particularity the extent and nature of such amendment, <br />modification or waiver. Any waiver by any party of any default of another party <br />shall not affect or impair any fight arising from any subsequent default. <br /> <br /> j. This Agreement contains the entire understanding of the parties <br />hereto in respect to the transactions contemplated hereby and supersedes all prior <br />agreements and understandings between the parties with respect to such subject <br />matter, Neither party hereto has relied upon any agreements, promises, <br />representations, undertakings or warranties not set forth in this Agreement <br />(whether oral, implied, or otherwise), There have not been, and are, no <br />agreements, covenants, representations, restrictions, understandings or warranties <br />between the parties with regard thereto, other than those set forth or provided for <br />herein. <br /> <br />SIGNATURE PAGE TO FOLLOW <br /> <br />10 <br /> 121131046v3820716 4/20/06 <br /> <br /> <br />