2009-312 - Laserfiche WebLink

Home Browse Search

14 . Enforceability . If any term or provision of this Agreement, or the application thereof to any person or circumstances shall to any extent be held invalid or unenforceable , the remainder of this Agreement , or the application of such terms or provision , to persons or circumstances other than those as to which it is held invalid or unenforceable , shall not be affected , and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law . The Company ' s failure to maintain its job creation commitment or annual wage level commitment for any one year will result in the decrease of the Grant amount it was scheduled to receive for that year ; however , such decrease will not preclude the Company ' s receipt of scheduled Grant amounts for those subsequent years in which it is able to maintain its job creation and wage level commitment . 15 . Assignment . COMPANY shall not, directly or indirectly, assign or transfer any of its rights or obligations under this Agreement , or any interest therein (the foregoing herein collectively "Transfer") , without the express prior written consent of the County . COUNTY shall not unreasonably withhold its consent to any Transfer . Any such attempted Transfer without the express prior written COUNTY consent shall be null and void and may, at the option of COUNTY , be deemed an event of default under this Agreement . COMPANY acknowledges and agrees that COUNTY has the right, in granting or withholding consent to any Transfer, to consider, among other things , the financial responsibility and business reputation of the proposed assignee or transferee (the foregoing herein collectively "Transferee") ; and any other items that Indian River County Board of County Commissioners , in its sole discretion, deems appropriate . If COMPANY seeks COUNTY ' s consent for a Transfer, COMPANY shall submit to COUNTY a written request therefor , accompanied by the following documentation : ( i ) the name , address , and telephone number of the proposed Transferee ; (ii) a description of the business and jobs, including wages , to be created in Indian River County ; and (iii ) a financial statement or other reasonably detailed financial information concerning the proposed Transferee . COMPANY acknowledges and agrees that : (a) the County Administrator or his designee, or the Indian River County Board of County Commissioners , has the right to request any additional information deemed necessary to make the decision relating to consent to the Transfer ; and (b) any such request for a Transfer is expressly subject to the approval of the Transfer by the Board of County Commissioners at a formal meeting thereof, and such Transfer shall become effective only when signed by the Transferee and approved by the Board , which consent shall not be unreasonably withheld . The foregoing covenant shall be binding on the permitted successors or assigns of COMPANY . The prohibition on Transfers shall not prohibit a change in the form in which COMPANY conducts business . COMPANY will be released from further liability under this Agreement in the event of an approved Transfer ; provided that the County ' s consent to any Transfer, will not otherwise relieve COMPANY from any pre - existing obligation to County under this Agreement . - 7 -