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B. Certain Rights of Suspension and Termination. Either party <br /> (the "Terminating Party") may terminate or, at'its option, <br /> suspend the Contract by written notice to the other party <br /> (the "Other Party") upon the occurrence of any of the <br /> following events: <br /> (a) The failure of the Other Party to make any payment <br /> due the Terminating Party pursuant to the Contract for a <br /> period of more than 30 days after such amount first becomes <br /> due; <br /> (b) The failure of the Other Party to perform any <br /> other material term of the Contract for a period of more <br /> than 30 days after written notice from the Terminating Party <br /> demanding that such failure be cured; <br /> (c ) The Other Party avails itself of or becomes <br /> subject to any proceding under Title 11 of the United States <br /> Code or any state statute relating to insolvency or the <br /> protection of rights of creditors; or <br /> (d ) The Other Party becomes insolvent, makes an <br /> assignment for the benefit of creditors, suffers or permits <br /> the appointment of a receiver, trustee in bankruptcy or <br /> similar officer for all or part of its business or assets. <br /> 9. Force Majeure. Neither party shall be liable to the other <br /> for its nonperformance of any of its obligations under the <br /> Contract if and to the extent that such nonperformance is <br /> caused by fire, flood, earthquake or other natural disaster <br /> or by war , strike, work stoppage, labor or material <br /> shortage, change in applicable Regulatory Requirements or <br /> other event beyond the reasonable control of such party. A <br /> party affected by any such event shall give prompt notice to <br /> the other of the occurrence of slich event and make <br /> reasonable efforts to mitigate the effects thereof. If, by <br /> reason of such event, such party is unable to perform <br /> substantially all of its obligations under the Contract for <br /> a period of more than _30 days, either party may, by written <br /> notice to the other, terminate the Contract. <br /> 10. Indemnity. Each party shall indemnify and hold the other <br /> harmless from any and all liabilities, losses, damages, <br /> penalties, costs, (including reasonable attorney's fees and <br /> expenses), claims and demands arising out of or resulting in <br /> any way from the other party's failure to perform in <br /> accordance with the terms of the Contract or its violation <br /> in connection therewith of any applicable Regulatory <br /> Requirement. Promptly upon receipt of any claim or demand <br /> from any person which may give rise to a right of <br /> indemnification under the Contract, the party seeking <br /> indemnification ("Indemnitee") shall give prompt written <br /> notice thereof to the other party ("Indemnitor"). If the <br /> Indemnitor acknowledges its indemnity obligation and elects <br /> 3 <br />