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requested,postage prepaid on the date of the transmission addressed to the addressee as set forth <br /> above, all without regard to the actual receipt by addressee <br /> 17. Assignment. Buyer may assign this Agreement without the consent of Seller to(i)any party <br /> controlled by or under common control with Buyer, or (ii) Commercial Partners Exchange <br /> Company, LLC. Seller agrees to execute any and all documents which may be required to <br /> effectuate Buyer's assignment of the Agreement in accordance with this paragraph and Paragraph 6. <br /> Seller may not assign or delegate its rights or obligations under this Agreement without the prior <br /> written consent of Buyer. Any such assignment will not relieve such assigning party of its <br /> obligations under this Agreement. Any such assigning party shall provide to the other party a <br /> written assignment and assumption of this Agreement between the assigning party and its assignee. <br /> 18. Time of Essence. Seller and Buyer agree that time shall be of the essence of this <br /> Agreement. <br /> 19. Interpretation. This Agreement shall not be construed more strictly against one party than <br /> against the other merely by virtue of the fact that it may have been prepared by counsel for one of <br /> the parties, it being recognized that both Seller and Buyer have contributed substantially and <br /> materially to the preparation of this Agreement. <br /> 20. Construction. The headings of the Paragraphs and subsections of this Purchase <br /> Agreement are for convenience and reference only and do not form a part hereof, and in no way <br /> interpret or construe such Paragraphs and subsections. Wherever the context requires or permits, <br /> the singular shall include the plural, the plural shall include the singular and the masculine, <br /> feminine and neuter shall be freely interchangeable. <br /> 21. Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the <br /> parties' respective heirs, representatives, successors, and permitted assigns. This Agreement is <br /> for the sole benefit of Seller and Buyer, and no third party is intended to be a beneficiary of or <br /> have the right to enforce this Agreement. <br /> 22. Business Days. Any period which ends on a Saturday, Sunday or any legal holiday shall <br /> be deemed to end on the next day which is not a Saturday, Sunday or legal holiday. As used in <br /> this Paragraph, the term "legal holiday" means any state or federal holiday for which financial <br /> institutions or post offices are generally closed in the State of Minnesota. <br /> 23. Entire Agreement. This Agreement (including all exhibits hereto) contains the entire <br /> agreement of the parties. It may not be changed orally but only by an agreement in writing <br /> signed by the party against whom enforcement of any waiver, change, modification,extension or <br /> discharge is sought. <br /> 24. Counterparts. This Agreement may be executed in any number of counterparts, each of <br /> which shall be deemed to be an original, but all of which together shall constitute one and the <br /> same document. A signature page to any counterpart may be detached from such counterpart <br /> 12 <br /> 71 <br />