AG 2014 12 15 - Laserfiche WebLink

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WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT, SOW AND ATTACHMENTS. FURTHER, MOTOROLA DISCLAIMS LIABILITY FOR DAMAGES RELATING TO LOSS OF VALUE OF THE EQUIPMENT PROVIDED WITH THE SERVICES, REGARDLESS OF THE CAUSE, INCLUDING, WITHOUT LIMITATION, GOVERNMENTAL ACTIONS OR REGULATIONS OR ACTIONS OF OTHER THIRD PARTIES. This limitation of liability provision survives the expiration or termination of the Agreement and SOW. 14.2 FINANCIAL ASSIGNEE LIABILITY IN THE EVENT MOTOROLA ASSIGNS ALL OR A PORTION OF THIS AGREEMENT FOR FINANCING PURPOSES, CUSTOMER AGREES TO SETTLE ALL CLAIMS DIRECTLY WITH MOTOROLA AND WILL NOT ASSERT OR SEEK TO ENFORCE ANY SUCH CLAIMS AGAINST THE FINANCIAL ASSIGNEE. THE FINANCIAL ASSIGNEE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER AS A RESULT OF THE EQUIPMENT PROVIDED WITH THE SERVICES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, PROPERTY DAMAGE OR LOST PRODUCTION WHETHER SUFFERED BY CUSTOMER OR ANY THIRD PARTY. 15. MISCELLANEOUS. 15.1 Authority Both Parties have full authority to enter into this Agreement, to carry out their respective obligations under this Agreement, and to grant the rights and licenses that it purports to grant to the other Party in this Agreement. There are no outstanding obligations of either Party, whether written, oral or implied, that are inconsistent with this Agreement. Further, Customer represents that it is a state or a duly constituted political subdivision or agency of the state in which the Services will be provided and is authorized under the constitution and laws of such state to enter into the Agreement and perform all of its obligations thereunder. The Resolution and the Opinion of Counsel evidencing Customer's authority to enter into this Agreement is set forth in Exhibits E, F and G. This Agreement is binding upon, and will inure to the benefit of, the Parties and their permitted assigns. 15.1.1 Additional Customer Certification Customer represents, covenants, and warrants that: (i) the officer of Customer executing the A greement has been so authorized by resolution or other appropriate official approval; (ii) the Agreement has been duly authorized, executed, and delivered by Customer and is a legal, valid, and binding contract of Customer enforceable against Customer in accordance with its terms; (iii) Customer has complied with all public bidding and other state laws applicable to the Agreement; (iv) there is no litigation, action, suit, or proceeding pending or threatened or before any court, administrative agency, arbitrator, or governmental body, that challenges the organization or existence of Customer; the authority of Customer or its officers or employees to enter the Agreement; the proper authorization, approval or execution of the Agreement; the appropriation of moneys, or any other action taken by Customer to provide moneys to make payments under the Agreement for the current fiscal year of Customer; or the ability of Customer otherwise to perform its obligations under the Motorola Solutions, Inc. Device Management Agreement- Confidential 10/14/14 Page 13 Attachment number 1 G -2 Page 335