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November 7, 2023 5
<br />the same is in writing and signed by the Parties. No waiver of any of the provisions
<br />of this Agreement shall be valid unless in writing and signed by the party against
<br />whom it is sought to be enforced.
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<br />2.7.8. Captions. The captions of this Agreement have no effect upon its interpretation and
<br />are for convenience and ease of reference only.
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<br />2.7.9. Severability. The unenforceability, invalidity, or illegality of any provision hereof
<br />shall not render any other provision unenforceable, invalid, or illegal.
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<br />2.7.10. Computation of Time. If any date set forth in this Agreement for the delivery of
<br />any document or the happening of any event should, under the terms hereof, fall on
<br />a weekend or holiday, then such date shall be automatically extended to the next
<br />succeeding weekday that is not a holiday.
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<br />2.7.11. Attorneys’ Fees. In the event either party to this Agreement finds it necessary to
<br />bring an action at law or other proceeding against the other party to enforce any of
<br />the terms, covenants, or conditions of this Agreement or any instrument executed
<br />pursuant to this Agreement, or by reason of any breach or default under this
<br />Agreement, the prevailing party in any such action or proceeding (and any appeal
<br />thereof) shall be paid all costs and reasonable attorneys’ fees by the other party.
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<br />2.7.12. Acts Beyond Party’s Control. Neither party to this Agreement shall be in
<br />default or violation as to any obligation created hereby and no condition precedent
<br />or subsequent shall be deemed to fail to occur if such party is prevented from
<br />fulfilling such obligation by, or such condition fails to occur due to, forces beyond
<br />such party’s reasonable control, including without limitation, destruction or
<br />impairment of facilities resulting from breakdown not resulting from lack of
<br />ordinary care and maintenance, flood, earthquake, slide, storm, lightning, fire,
<br />epidemic, war, riot, civil disturbance, sabotage, proceeding by court or public
<br />authority, or act or failure to act by court, public authority, or third party, which
<br />forces by exercise of due diligence and foresight such party could not reasonably
<br />have expected to avoid.
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<br />2.7.13. No Joint Venture. It is not intended by this Agreement to, and nothing contained
<br />in this Agreement shall, create any partnership, joint venture, or other arrangement
<br />between Buyer and Credit Seller. No term or provision of this Agreement is
<br />intended to be, or shall be, for the benefit of any person, firm, organization, or
<br />corporation not a party to this Agreement, and no such other person, firm,
<br />organization, or corporation shall have any right or cause of action hereunder.
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<br />2.7.14. Counterparts/Emails. This Agreement may be executed in one or more
<br />counterparts with like effect as if all signatures appeared on one copy. Email
<br />transmission of any signed original document, and retransmission of any signed
<br />email transmission shall be the same as delivery of an original. At the request of
<br />either party, the Parties shall confirm email transmitted signatures by signing an
<br />original document.
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<br /> The Parties have executed this Agreement as of the dates set forth below.
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