Res 1996-214 - Laserfiche WebLink

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f>?/Z 12. Sinale Aareement Buyer and Seller acknowledge that, and have entered hereunto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, each of Buyer and Seller agrees (I) to perform all of it's obligations in respect of each Transaction hereunder,and that a default in the performance of any such obligations shall constitute a default by it in respect of any other Transactions hereunder, (ii) that each of them shall be entitled to set off claims and apply property held by them in respect of any other Transactions hereunder, (iii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries, and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted. 13. Notices and other Communications Unless another address is specified in writing by the respective party to whom any notice or other communication is to be given hereunder, all such notices or communications' shall be in writing or confirmed in writing and delivered at the respective addresses set forth in Annex 11 attached hereto. 14. Entire Aareement; Severabilitv This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceaQle notwithstanding the unenforceability of any such other provision or agreement. 15. Non-Assianabilitv; termination The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of the other party. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement may be canceled by either party upon giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions ~hen outstanding. 16. Governina Law This Agreement shall be governed by the laws of the State of New York without giving effect to he conflict of law principles thereof. 17. No Waivers, Etc. No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure here from shall be effective unless and until such shall be in writing and duty executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a notice pursuant to subparagraphs 4(a) or 4(b) hereof will not constitute a waiver of any right to do so at a later date. 18. Use of Emolovee Plan Assets (a) If assets of an employee benefit plan subject to any provision of the 17