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acknowledges and agrees that Seller is not responsible in connection with any EMMA Notice relating to this Agreement for Purchaser' compliance or <br />noncompliance (or any claims, losses or liabilities arising therefrom) with the Rule, any Continuing Disclosure Agreement or any applicable securities laws, <br />including but not limited to those relating to the Rule. <br />AMENDMENTS AND WAIVERS: This Agreement and the Schedule executed by Seller and Purchaser constitute the entire agreement between Seller <br />and Purchaser with respect to the Services and this Agreement may not be amended except in writing signed by both parties. <br />CONSTRUCTION: This Agreement shall be governed by and construed in accordance with the laws of the state in which Purchaser is located, Titles of <br />sections of this Agreement are for convenience only and shall not define or limit the terms or provisions hereof. Time is of the essence under this <br />Agreement. This Agreement shall inure to the benefit of and shall be binding upon Seller and Purchaser and their respective successors and assigns. This <br />Agreement may be simultaneously executed in counterparts, each shall be an original with all being the same instrument, <br />Taxable PPA-Appropriation Page 4 of 8 <br />Lease No. 1800128565 dated December 19. 2019 <br />KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts Only counterpart # 1 constitutes chattel paper <br />