RES 143 Draft 01 2012-2014 - Laserfiche WebLink

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of any such party, either directly or indirectly, other than as is expressly stated in this Agreement. Ikeda Trust and the County each further represents and agrees that it understands the contents and legal effect of this Agreement, and that it has obtained or had an adequate opportunity to obtain all information and documents, and has fully informed itself of all facts which it deems material or relevant to its decision to enter into this Agreement. 6.2. Time of the Essence: Time is of the essence of this Agreement. 6.3. Waivers, etc.: The delay or failure of Ikeda Trust or the County to exercise any of its rights hereunder shall not be deemed by the other party to constitute a waiver or such right unless the party possessing such right has clearly and expressly given notice of such waiver to the other party hereto. No waiver, modification, or amendment of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver, modification, or amendment of any other provision, whether or not similar, nor shall any waiver, modification or amendment constitute a continuing waiver, modification or amendment. 6.4. Amendments to Agreement: Neither this Agreement nor any provision hereof may be waived, modified or amended except by an instrument signed by the party against whom the enforcement of such waiver, modification or amendment is sought, and then only to the extent set forth in such instrument. 6.5. Further Assurances: The County and Ikeda Trust, from time to time, upon request of the other party and without further consideration will, at its own expense, execute and deliver such documents, certificates, agreements and other writings and take such further actions as such other party may reasonably request(i) to consummate fully and implement expeditiously the transactions described in, or otherwise contemplated by this Agreement, or(ii)to otherwise effectuate the intent and purposes of this Agreement. 6.6. No Third Party Beneficiaries: Nothing contained in this Agreement whether express or implied, is intended to confer upon any person other than the County or Ikeda Trust, and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement, nor is anything in this Agreement intended to relieve or discharge the liability of any other entity to any party hereto, nor shall any provision hereof give any entity any right of subrogation against the County or Ikeda Trust. 6.7. Captions: The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. 6.8. Partial Invalidity: If any provision hereof or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. 4