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