Resolution 2024-56 - Laserfiche WebLink

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(b) Assignor has full right and power to sell and assign the same to Assignee subject to no agreement with any party other than Assignee. Counterparty hereby acknowledges and agrees that, on and from the date of this Assignment: (a) Counterparty shall perform its obligations under the Document for the benefit of the Assignee in the same manner as such performance would be required thereunder for the Assignor; and (b) Counterparty shall accept performance under the Document by Assignee in the same manner as if such performance would have been rendered by the Assignor. Counterparty further acknowledges and agrees that Assignee intends to grant a security interest in the Document in favor of Societe Generale in its capacity as collateral agent for certain financial institutions that are providing financing to Assignee and certain of its affiliates pursuant to financing agreements executed on July 5, 2024, and Counterparty hereby consents to such collateral assignment. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Whenever the context so requires in this Assignment, all words used in the singular shall be construed to have been used in the plural (and vice versa), each gender shall be construed to include any other genders, and the word "person" shall be construed to include a natural person, a corporation, a firm, a partnership, a joint venture, a trust, an estate or any other entity. Each provision of this Assignment shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Assignment or the application of such provision to any person or circumstance shall, to any extent, be invalid or unenforceable, then the remainder of this Assignment, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability. Assignor hereby agrees to execute such other assignments, instruments and other documents as Assignee may reasonably request in confirmation of, and/or in furtherance of, the assignment made hereunder. THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF COLORADO. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]