Res 2005-091 - Laserfiche WebLink

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demand on JQH in any case shall, of itself, entitle JQH to any other or future notice or demand in similar or other circumstances. ARTICLE X MISCELLANEOUS JQH and City further covenant and agree as follows, without limiting any requirement of any other Loan Document: 10.1 Applicable Law, Venue. Jurisdiction. This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance with the laws of Texas and applicable United States federal law. The Parties irrevocably consent to jurisdiction and venue in the state courts of Hays County, Texas. 10.2 Amendment. No modification, consent, amendment or waiver of any provision of this Agreement, nor consent to any departure by JQH therefrom, shall be effective unless the same shall be in writing and signed by an authorized representative of City, and then shall be effective only in the specified instance and for the purpose for which given. This Agreement is binding upon JQH, its beneficiaries, its successors and assigns, and inures to the benefit of City, its successors and assigns; however, no assignment or other transfer of JQH's rights or obligations hereunder shall be made or be effective without City's prior written consent, nor shall it relieve JQH of any obligations hereunder. There is no third party beneficiary of this Agreement. 10.3 Documents. All documents, certificates and other items required under this Agreement to be executed and/or delivered to City shall be in form and content satisfactory to City and its counsel. lOA Partial Invalidity. The unenforceability or invalidity of any provision oftllis Agreement or any of the Loan Documents shall not affect the enforceability or validity of any other provision herein and the invalidity or unenforceability of any provision of any Loan Document to any person or circumstance shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances. 10.5 Survivability. All covenants, agreements, representations and warranties made herein or in the other Loan Documents shall survive the making of the Loan and shall continue in full force and effect so long as the Loan is outstanding. 10.6 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received when given in writing and delivered personally or when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the following addresses: If intended for City: Attn: City Manager City of San Marcos 630 East Hopkins San Marcos, Texas 78666 Telephone: (512) 393-8100 Facsimile: (512) 396-4656 With copies to: Attn: City Attorney City of San Marcos 630 East Hopkins San Marcos, Texas 78666 Telephone: (512) 393-8000 Facsimile: (512) 396A656 CITY OF SAN MARcos-JQH LOAN AGREEMENT 779097.9 10