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image or reputation of the City or the Facility, in the sole discretion of the City, then the City shall <br />have the right to terminate this Agreement by written notification within sixty (60) days after <br />receiving notice of such proposed Transfer Event. In the event of such termination, Primary <br />Sponsor shall be obligated to pay all funds contemplated by this Agreement to be due and payable <br />through the Expiration Date. <br />5. No Transfer Event shall relieve Primary Sponsor and any successor entity from being <br />jointly and severally liable for payment and performance of all obligations of Primary Sponsor <br />under this Agreement if the City does not exercise its right of termination as provided in <br />Section VII(4). <br />Article VIII <br />Notices <br />All notices hereunder by either Party to the other shall be in writing. All notices, demands, <br />or requests shall be deemed given when mailed, postage prepaid, registered or certified mail, return <br />receipt requested. <br />If to the City: If to Primary Sponsor: <br /> <br />City Administrator Furniture & Things <br />City of Elk River 15612 Jarvis Street NW <br />13065 Orono Parkway Elk River, MN 55330 <br />Elk River, MN 55330 <br />Article IX <br />General Provisions <br />1. Amendments. Neither this Agreement nor any term or provision hereof may be changed, <br />waived, discharged or terminated, except by a written instrument signed by the Parties hereto. <br />2. Interpretation of Agreement. The captions preceding the articles and sections of this <br />Agreement have been inserted for convenience of reference only and such captions shall in no way <br />define or limit the scope of intent of any provision of this Agreement. Unless otherwise provided <br />herein, whenever the consent of the City is required to be obtained, the City may give or withhold <br />such consent in its sole and absolute discretion. <br />3. Severability. If any provision of this Agreement or the application thereof to any person, <br />entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this <br />Agreement shall not be affected thereby, and each other provision of this Agreement shall be valid <br />and be enforceable to the fullest extent permitted by law. <br />4. . In the event of a dispute regarding any provision of this Agreement, the <br />Party not prevailing in such dispute shall pay any and all costs and expenses incurred by the other <br />Party in enforcing or establishing its rights hereunder (whether or not such action is prosecuted to <br />judgment), includi <br />6 <br /> <br />