2023-096 Ordinance - Laserfiche WebLink

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• 11.3 Effect of Termination. Upon any termination under Section 11.1 or 11.2 the parties shall have no further rights and obligations under this Agreement other than those rights and/or obligations that are expressly stated to survive expiration or termination of this Agreement. The terms of Sections 11.1 and 11.2 of this Agreement shall survive the Closing or termination of this Agreement. 12. MISCELLANEOUS 12.1 Binding Effect. Upon execution, this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and the respective successors and assigns of each. 12.2 Brokers. The parties agree and acknowledge that _ is acting as Seller's broker for this transaction and will be compensated by Seller pursuant to a separate agreement. and _ is acting as Purchaser's broker for this transaction and will be compensated by Purchaser pursuant to a separate agreement. Seller and Purchaser hereby agree to indemnify the other from and against all loss, cost, damage or expense arising out of or resulting from the claim of any brokers or agents in connection with this transaction which claim is based on an action or failure to act on the part of the indemnifying patty. 12.3 Further Assurances. Each party agrees to cooperate with the other, and to execute and deliver, or cause to be executed and delivered, all such other instruments, and to take all such other actions as he or it may be reasonably requested to take, from time to time, in order to effect • the provisions and purposes hereof. 12.4 Notice. Any notice or demand required or permitted to be given by or to either of the paries hereto and every alleged breach of a warranty or representation contained in this Agreement shall be made in writing and shall be deemed to have been given or delivered, as the case may be, when delivered by: (a) hand delivery; (b) facsimile; (c) express overnight delivery service; or (d) certified or registered mail, return receipt requested, and shall be deemed to have been delivered upon: (i) receipt, if hand delivered or faxed; (ii) the next business day, if delivered by express overnight delivery service; or (iii) the third business day following the day of deposit of such notice with the United States Postal Service, if sent by certified or registered mail, return receipt requested. Notices shall be provided to the parties and addresses (or facsimile numbers, as applicable) specified below: (a) Communications concerning Seller shall be addressed to: Michael R. Gareau, Jr., Director of Law, City of North Olmsted, Ohio; (b) Communications concerning Purchaser shall be addressed to: • Ohio. 12.5 Conflict of Laws. This Agreement shall be governed by the laws of the State of