SR 05:309 - Laserfiche WebLink

West Station. The parties hereto intend that the terms and conditions contained in this Agreement shall replace and supersede the MOD and the terms and conditions contained therein. The parties therefore agree as follows: 1. Defined Terms and Interpretation (a) Defined Terms. The following capitalized terms have the following meanings: "Person" means any natural person, partnership, corporation, association, business trust, limited liability company, or other entity, or any government or any political subdivision or agency thereof. "Termination Date" has the meaning given in Section 3(c). (b) Interpretation. Except where otherwise expressly provided or unless the context otherwise necessarily requires, (i) references to Sections, paragraphs, clauses, Schedules or Exhibits without further reference are to Sections, paragraphs or clauses of, or Schedules or Exhibits to, this Agreement, (ii) reference to a Person includes its successors and permitted assigns, (iii) all references to a contract, agreement or instrument herein shall mean such contract, agreement or instrument and all exhibits, schedules and other attachments thereto, as any such contract, agreement or instrument may be assigned, amended, supplemented or otherwise modified in accordance with, and not otherwise in contravention of, the provisions of such contract, agreement or instrument, (iv) references to any term in this Agreement when used in the singular shall have the same meanings when used in the plural and vice versa, (v) "includes" or "including" means "including, for example and without limitation," and (vi) "or" is not exclusive. 2. Funding (a) Grant of Commitments. Subject to the conditions of and on the terms provided in this Agreement, each Funding Party hereby grants to BART an amount equal to its Cornmitment which shall be disbursed to BART in two equal installments (consisting of 50% of such Commitment) on each oftwo dates (the "Funding Dates"). Each Funding Party's Commitment is independent ofthe other Funding Parties' Commitments, such that each Funding Party shall be required to fund its entire Commitment to BART notwithstanding any failure by another Funding Party to fund all or a portion of its Commitment. Each Funding Party's obligation to fund its Commitment is and shall be absolute and unconditional and is not, and shall not be, subject to any defense or right of set-off, counterclaim, deduction or any other legal or equitable defense that such Funding Party has, or hereafter may have, against any other Person (including BART) for any reason whatsoever. (b) Funding Notices. At least 10 days prior to each Funding Date, BART shall deliver an executed notice in the form of Exhibit A attached to and incorporated into this Agreement (each, a "Funding Notice") to each Funding Party specifying the Funding Date and that such Funding Party is required to fund 50% of its Commitment on such Funding Date. BART agrees to use commercially reasonable efforts to deliver the first Funding Notice 2 SF #1009882 v2 48447v1