Res 2010-171 - Laserfiche WebLink

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5.8. Assignment This Agreement may be assigned by HELP only with the prior written approval of the City, provided that HELP may (i) transfer or assign this Agreement to another affiliate of HELP; (ii) to a another party in conjunction with a joint venture or other relationship intended to facilitate the construction of the Project; or (iii) transfer, sell pledge, encumber or assign this Agreement and any rights associated therewith in conjunction with any financing or other financial arrangements; and (iv) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of HELP; provided in each case, that any such assignee shall agree in writing to be bound by the terms and conditions hereof, in which case HELP shall be released. 5.9. Legal Authority The signatories to this Agreement represent and warrant that they have the authority to execute this Agreement on behalf of the City and HELP, respectively. 5.10. Enforcement: No Waiver This Agreement may be enforced by HELP or the City by any proceeding at law or in equity. Failure to do so shall not be deemed a waiver to enforce the provisions of this Agreement thereafter. The City, in entering into this Agreement, has not waived any lawful authority it may have concerning the Property except as expressly provided in this Agreement. 5.11. No Waiver of Immunity Nothing in this Agreement, and no action of the City under this Agreement, will constitute a waiver of any immunity of the City to suit or to liability. 5.12. Indemnification HELP shall indemnify, hold harmless and defend City, its employees, officials, and agents from and against any and all obligations, claims, suits, demands and liability or alleged liability, including costs of suit, attorney's fees, damages, judgments, or settlements and related expenses arising in any manner from HELP's