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Rights that would reasonably be expected to have a material adverse effect on the <br />transactions contemplated hereby. <br />b. Consents and Approvals. All consents, approvals, permits, authorizations, <br />and waivers required to be obtained by Seller, including written consents from sellers, <br />financing entities, and lenders required for the legal assignment of all leases or <br />contractual rights under this Agreement, shall have been obtained by Seller and attached <br />to this Agreement as Exhibit B. <br />C. Indemnity. Seller shall indemnify and hold harmless Buyer from and <br />against any and all claims, damages, liabilities, costs, and expenses (including reasonable <br />attorneys' fees and expenses) arising from or relating to any third -party claims arising out <br />of or in connection with the Transferred Assets and Rights or the operations of Seller <br />prior to the Closing Date. <br />9. Governing Law; Dispute Resolution. This Agreement shall be governed by and <br />construed in accordance with the laws of the State of Ohio. Any dispute arising under or in <br />connection with this Agreement shall be resolved in accordance with the laws of the State of <br />Ohio and the parties specifically agree that any action to enforce the terms of this Agreement <br />shall occur in the appropriate local, state, or federal court located in Cuyahoga County, Ohio. <br />11. Entire Agreement. This Agreement, together with all exhibits, constitutes the <br />entire agreement between the parties with respect to the subject matter hereof. <br />12. Amendments. This Agreement may not be amended except in writing signed by <br />both Buyer and Seller. <br />13. Counterparts. This Agreement may be executed in counterparts, each of which <br />shall be deemed an original, but all of which together shall constitute one and the same <br />instrument. Electronic signatures shall be treated as original signatures for all purposes. <br />14. Notices. Any notice of communication required or permitted to be given under <br />this Agreement shall be provided as follows: <br />a. To the City. Notice shall be delivered to the City of Lakewood at 12650 <br />Detroit Ave., Lakewood, OH 44107 and addressed and sent to both the Mayor and Law <br />Director. <br />b. Iceland USA: Notice shall be delivered to Iceland at <br />15. No Third Party Beneficiaries. This Agreement is for the sole benefit of the <br />parties hereto and nothing herein, express or implied, is intended to or shall confer upon any <br />other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever <br />under or by reason of this Agreement. <br />3 <br />