2019-109C.1 - Laserfiche WebLink

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Final Version efforts to informally resolve the dispute within forty-five (45) days after the date of the written notice. If the dispute has not been resolved to either Party's satisfaction during this time period, the requirement for informal negotiations shall be satisfied. The Parties may, by mutual agreement, extend the period for informal negotiations. Nothing in this section shall prevent either Party from seeking judicial remedies in a court of law at any time. 16.10 Representations and Warranties of Parties. A. The Parties represent and warrant to each other that upon execution of this Agreement: (A) each Party is duly organized and existing and in good standing under the laws of the state of their creation; (B) the Parties have the power and authority to enter into this Agreement and to carry out their respective obligations hereunder; (C) the Parties have taken all legal actions necessary to authorize them to enter into and perform their respective obligations hereunder; (D) entering into and performing this Agreement does not violate any statute, rule, regulation, order, writ, injunction, or decree of any court, administrative agency, or governmental body or violate any agreement by which a Party is bound; (E) this Agreement has been duly entered into by the Party and constitutes a legal, valid, and binding obligation of the Party; (F) there is no litigation or proceeding pending or threatened against a Party which could materially or adversely affect the performance of this Agreement; and (G) the Parties shall obtain all permits and approvals as may be required to authorize their respective performance of the obligations of this Agreement prior to the LFG Commencement Date. Except as expressly provided herein, the Parties make no representations or warranties and waive no rights or remedies. B. This Agreement, which has been duly authorized, executed and delivered by the respective Parties, constitutes a legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, or by general equitable principles concerning remedies. 16.11 Assignment. This Agreement shall not be assigned by either Party without the prior express written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, Company may assign the Agreement to an affiliate company or to a trustee or lender in connection with the financing or refinancing of the Facility, without obtaining the District's prior approval. A permitted assignment shall neither be effective nor relieve a Party of its obligations under this Agreement unless this Agreement shall have been assumed by the assignee. 16.12 Relationship of the Parties; Beneficiaries. A. This Agreement reflects an arms -length transaction. Nothing herein shall create a fiduciary, partnership, joint venture or employment or other agency relationship between the Parties. 28