4.2. ERMUSR 07-12-2011 - Laserfiche WebLink

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Agreement to Transfer Election Share had not been included herein. However, the parties shall attempt to negotiate provisions that reasonably substitute for the invalid provision in order to place the parties in the position that they would have been had the stricken clause or provision not been found invalid. Section 607. Assignment of Transfer Agreement. This Transfer Agreement shall inure to the benefit of, and shall be binding upon the parties to this Transfer Agreement and their respective successors and assigns; provided, however, no party may take any action to effect an assignment, lease, sale, or other transfer of this Transfer Agreement, or any interest or rights conferred herein, without the prior written consent of all of the other parties. Section 608. Confidentiality of Information. The parties shall cooperate in good faith to reasonably protect the confidentiality of information exchanged by the parties under this Transfer Agreement that is (i) treated by the providing party as non-public, and (ii) labeled or otherwise clearly identified as confidential. Section 609. Duly Authorized Signatories; Binding Effect of Execution. Each party, as to its signatory, hereby represents and warrants that the individual executing this Transfer Agreement on its behalf is duly authorized to do so, and that, by such execution set forth on the signature page to this Transfer Agreement, such party is hereby duly and lawfully bound by this Transfer Agreement. Section 610. Delivery of Opinions. On or before the Closing Date, each Acquiring City shall famish to CMMPA and to Delano an opinion by an attorney or firm of attorneys, addressed to CMMPA and Delano, to the effect of the matters set forth on Exhibit C hereto. On or before the Closing Date, Delano shall furnish to CMMPA and to each Acquiring City an opinion by an attorney or firm of attorneys, addressed to CMMPA and the Acquiring Cities, to the effect of the matters set forth on Exhibit C hereto. Section 611. Entire Agreement. This Transfer Agreement constitutes the entire agreement of the parties with respect to its subject matter, and supersedes all prior oral or written agreements, understandings, representations and warranties, and courses of conduct and dealings between the parties with respect to its the subject matter. 10