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<br /> <br /> <br /> - 17 - <br />ARTICLE VIII. <br />MISCELLANEOUS <br />Extent of Covenants of the City; No Personal Liability. All covenants, obligations and <br />agreements of the City contained in this Agreement shall be effective to the extent authorized and <br />permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a <br />covenant, obligation or agreement of any present or future member, officer, agent or employee of <br />the City or the Legislative Authority in other than his or her official capacity, and neither the <br />members of the Legislative Authority nor any official of the City shall be subject to any personal <br />liability or accountability by reason of the covenants, obligations or agreements of the City <br />contained in this Agreement. <br />Binding Effect. This Agreement shall inure to the benefit of and shall be binding in <br />accordance with its terms upon the City, the Company and their respective permitted successors <br />and assigns. This Agreement may be enforced only by the parties, their assignees and others who <br />may, by law, stand in their respective places. <br />Amendments and Supplements. Subject to the provisions of Article X of the Indenture, <br />the Borrower and the Issuer may from time to time enter into such supplements and amendments <br />to this Agreement as to them may seem necessary or desirable to effectuate the purposes or intent <br />hereof. <br />Execution Counterparts. This Agreement may be executed in any number of counterparts, <br />each of which shall be regarded as an original and all of which shall constitute but one and the <br />same instrument. <br />Severability. If any provision of this Agreement, or any covenant, obligation or agreement <br />contained herein is determined by a court to be invalid or unenforceable, that determination shall <br />not affect any other provision, covenant, obligation or agreement, each of which shall be construed <br />and enforced as if the invalid or unenforceable portion were not contained herein. That invalidity <br />or unenforceability shall not affect any valid and enforceable application thereof, and each such <br />provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, <br />entered into or taken in the manner and to the full extent permitted by law. <br />Successors and Assigns. Whenever in this Agreement any of the parties hereto is named <br />or referred to, the successors and assigns of such party shall be deemed to be included and all the <br />covenants, promises and agreements in this Agreement contained by or on behalf of the Company, <br />or by or on behalf of the City, shall bind and inure to the benefit of the respective successors and <br />assigns, whether so expressed or not. The Company may assign its interest in this Agreement to <br />any affiliate of the Company without the prior approval of the City and the Company may further <br />mortgage and assign all of the Company's interest in this Agreement to secure mortgage loans or <br />other indebtedness incurred by the Company with respect to the acquisition, construction, <br />equipping and improvement of the Project. The Company may additionally assign this Agreement <br />in conjunction with a sale of the Project in accordance with the terms and conditions of the <br />Development Agreement. The Company may not otherwise assign its interest in this Agreement <br />without obtaining the prior written approval of the City and the Requisite Bondholders. <br />Notwithstanding any such assignment, the Company shall not be released from any liability or <br />obligations hereunder. The City may not assign is interest in this Agreement to any other person <br />or entity without obtaining the prior approval of the Company.