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(c} Buyer is not in violation of or u1 conflict with any provision of the laws of the <br />State of Ohio which would impair its ability to observe and perform its covenants, agreements <br />and obligations under this Agreement. <br />(d) Buyer has and will have full power and authority (i) to execute, deliver, observe <br />and perform this Agreement, ~ and (ii) to enter into, observe and perform the transactions <br />contemplated ii this Agreetment. <br />All representations and warranties of Buyer shall survive the execution and delivery of <br />this Agreement. . <br />12. Events of Default; Remedies. <br />(a) ~ Except as otherwise provided in this Agreement, in the event of breach of any <br />terms or conditions of this Agreement by any Party, such Party shall, upon written notice from <br />the other Party, proceed proimptly to cure or remedy such breach, and, in any event, shall <br />accomplish such cure or remedy within. thirty days after receipt of such notice {or if such default <br />is other than payment of money and is not amendable to cure within 30 days, shall continence to <br />cure the default within 30 days and thereafter diligently continue such cure to completion), <br />unless such default is one that would harm the non-defaulting Party if the defaultiig Party were <br />allowed 30 days to cure. In case such action is not taken within such time or in such manner, or <br />the default or breach shall not be cured or remedied within such tune, then the Party asserting <br />breach inay institute such proceedings at law or in equity as maybe necessary or desirable in its <br />opinion to remedy such breach. <br />(b) Pursuit of any of the foregoiig remedies shall not preclude pursuit of any of the <br />other remedies herein provided, or any other remedies provided by law or equity, nor shall <br />pursuit of any remedy herein provided constitute a forfeiture or waiver of any damages accruing <br />to a Party by reason of the violation of any of the other Party's obligations hereunder. <br />Forbearance by a party to enforce one or more of the remedies herein provided upon the <br />occurrence of an event of default shall not be construed to constitute a waiver of such default. <br />(c) Except as otherwise_ provided herein, neither Party shall be considered in default <br />of its obligations to be performed hereunder, if delay in the performance of such obligations is <br />due to unforeseeable causes beyond its control and without its fault, including but not lunited to, <br />acts of God or of the public enemy, acts of terrorism, acts of the Federal or state goventinent, <br />acts or delays of the other Parry, fires, floods, unusually severe weather, epidemics, freight <br />embargoes, unavailability of materials, strikes, or delays of contractors, subcontractors or <br />inateriahnen due to any of such causes; but not including lack of financing or financial capacity <br />by Buyer ("Force Majeure"), it being the purpose and intent of this paragraph that in the event of <br />the occurrence of any such delay, the time or tunes for performance of such obligations shall be <br />extended for the period of the delay; provided, however, that the Party seeking the benefit of the <br />provisions of this paragraph shall within 14 days after the beginning of such delay, notify the <br />other Party in writing thereof and of the cause thereof and of the duration thereof, or, if a <br />continuing delay and cause, the estimated duration thereof, and if the delay is continuing on the <br />date of notification, withii 30 days after the end of the delay, notify the other Party in writing of <br />the duration of the delay. <br />7 <br />