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(e) This Agreement constitutes the entire agreement between the parties with regard to the <br /> matters set forth herein, and may be amended, assigned or subcontracted only by a document of <br /> equal formality executed by both parties. ' I <br /> (� All Exhibits hereto are incorporated into and made part of this Agreement. In the <br /> event of any inconsistency between this Agreement and any of the Exhibits, this Agreement shall <br /> control. � <br /> (g) Invalidation in whole or in part of any provision of this Agreement by judgment or <br /> court order will not affect any other provisions, all of which shall remain in full force and effect; <br /> provided, however,that any court of competent jurisdiction is hereby empowered to, to the extent <br /> practicable, to enforce any otherwise invalid provision contained in this Agreement when <br /> necessary to avoid a finding of invalidity while effecting the intent of the parties pertaining to the <br /> performance of this Agreement. <br /> (h) This Agreement shall be subject and subordinate to all mortgages contracted by Owner <br /> in which the Premises is the security, and to all renewals, extensions, modifications, amendment, <br /> substitutions and replacements for any such mortgages. Such subordination shall be automatic <br /> and require no confirmation or action by Contractor or Owner; provided, however, that upon <br /> request of Owner, Contractor shall enter into such agreement of subordination or attornment as <br /> any mortgagee to Owner may request from time to time, within five (5) days after delivery of <br /> written notice and a copy of the instrument to Contractor. Additionally, within five (5) days of <br /> any request by Owner or Manager, Contractor shall deliver to the requesting party a letter <br /> confirming whether this Agreement is imfull force and effect and free from default, the amount of <br /> any sums due hereunder and such other reasonable and truthful certifications as Owner or <br /> Manager may require. <br /> (i) Neither this Agreement nor the interests of the parties in this Agreement may be <br /> � assigned, transferred, shared or divided in any manner by either party without the.prior written <br /> consent of the other party. Notwithstanding the foregoing,however, Owner shall have the right to <br /> transfer or assign its interest under this Agreement, without the consent of Contractor, to any <br /> affiliate or subsidiary of Owner, or in connection with a sale or transfer of the Premises to a third <br /> Pa�'• . <br /> (j) Each of the parties represents and warrants that (a) it is fully authorized to enter into <br /> this Agreement, (b) it has read and fully understands each of the provisions of this Agreement, (c) <br /> it has had the opportunity to rely on the advice and representation of legal counsel of its own <br /> choosing with respect to the matters set forth herein, (d) it has signed the Agreement voluntarily, <br /> without any duress or undue influence on the part, or on behalf, of any party, and (e)the terms of <br /> this Agreement are contractual and not merely recitals. In addition, each of the parties represents <br /> and warrants that (a) it is duly organized and existing in good standing under the laws of one of <br /> the states of the United States, (b) it has taken all necessary corporate and internal legal actions to <br /> duly approve the making and performance of this Agreement and that no further corporate or <br /> internal approval is necessary, and (c) the making and performance of this Agreement will not <br /> ilStandard Vendor Contract rev Ianuary 2009 <br />