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SECTION VIII - REOPENER PROVISION. <br />In the event that the Company fails to generate the requisite MITR for any year of the <br />Term of this Agreement, the Village and the MCIC may elect to consult with the Company on <br />potential appropriate restructuring of the Grant, provided that such adjustment does not increase <br />the grant to which the Company would otherwise be entitled. <br />SECTION IX -BINDING EFFECT <br />Upon execution, this Agreement shall be binding upon, and shall inure to the benefit of <br />the Parties and the respective successors and assigns of each. The Parties hereto represent and <br />warrant that they have full authority to execute this Agreement on behalf of the party for which <br />they execute. <br />SECTION X - FOREBEARANCE NOT A WAIVER <br />No act of forbearance or failure of the Parties to insist on the prompt performance of any <br />obligations under this Agreement, either express or implied, shall be construed as a waiver by the <br />of any rights of the Parties under this Agreement or applicable law. <br />SECTION XI -SURVIVAL <br />Any provision of this Agreement which, by its nature, is intended to survive the <br />expiration or other termination of this Agreement shall so survive. <br />SECTION XII - SEVERABILITY <br />Whenever possible, each provision of this Agreement shall be interpreted in such manner <br />as to be effective and valid under applicable law, but if any provision of this Agreement is held <br />to be prohibited by or invalid under applicable law, such provision shall be ineffective only to <br />the extent of such prohibition or invalidity, without invalidating the remainder of the provisions <br />of this Agreement. <br />SECTION XIII -GOVERNING LAW <br />This Agreement shall be governed by the laws of the State of Ohio as to all matters <br />including, but not limited to, its validity, construction, effect and performance. <br />SECTION XIV -FORUM & JURISDICTION <br />The Parties submit to the non-exclusive jurisdiction of any federal or state court sitting in <br />Cuyahoga County, Ohio, in any action or proceeding arising out of or related to this Agreement. <br />Nothing in this Agreement shall limit the right of the Village or the MCIC to bring any action or <br />proceedings in the courts of any other jurisdiction. Any actions or proceedings by the Company <br />against the Village or the MCIC involving, directly or indirectly, any matter in any way arising <br />out of or related to this Agreement shall be brought only in a court in Cuyahoga County, Ohio. <br />Page 5 <br />