2025-009 Ordinance - Laserfiche WebLink

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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 lailum to act on the part of the indemnil'ying party. 12.3 Further Assurances. Bach 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 hererf. 12.4 Notice. Any notice or demand required or permitted to be given by or to either of the parties 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; (e) express overnight delivery scrvicr, or (d) certified or registered mail, return receipt requested, and shall be deemed to have been delivered upon: (i) receipt, il'hand delivered or faxed; (ii) the next business day, il'delivered by express overnight delivery service; or (iii) the third business day following the day ol'deposit ol'such notice with the United States Postal Service, il'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 IL Gamut]. Jr., Director ol'Law, City ol'North Olmsted, Ohio; (b) Communications concerning Purchaser shall he addressed to: Rini Bros. LLC Westpoint Corporate Center 924 Westpoint Parkway. Suite 150 Westlake, Ohio 44145 12.5 Conflict of Laws. This Agreement shall be governed by the laws of the Slate of Ohio. 12.6 No Waiver. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach (hereof or of any other agreement or provision herein contained. No extension oftime lir performance ofany obligations or acts shall be deemed an extension ol'the time for pet fiormance or any other obligations or acts. No failure or delay of either party in the exercise of any right given to such party hereunder shall constitute a waiver hercol' unless the time specified herein lir exercise of such right has expired, nor shall any single or partial exercise ol'any right preclude others or further exercise thercol'or of any other right. The waiver of any breach hereunder shall not be deemed to be a waiver of any other or any subsequent breach hereof. 12.7 Counterparts. This Agreement may he executed in ane or more counterparts. each of which shall be deemed to be an original, but all ol'which, together, shall constitute one and the