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<br />9. Condition Precedent. The obligations of the Cooperative under this <br />Agreement are expressly conditioned upon passage of the Legislation by the <br />Minnesota Legislature and the Legislation remaining in full force and effect <br />and the Project being constructed and commercially operable at the Property. <br />10. Representing of Parties. Each of the parties hereto represents to the other <br />party that the execution, delivery, and performance by each party has been <br />duly authorized by all necessary action and constitutes the legal, valid, and <br />binding obligation of each party enforceable against such party in accordance <br />with its terms. <br />11. Acknowledgements by Cooperative. The Cooperative acknowledges and <br />agrees that other than supporting the Project in all respects: (a) no promises <br />or commitments of any type or kind have been made by the City with respect <br />to providing fmancial assistance to the Project whether by loan, grant, bond <br />issuance, or otherwise; (b) the Cooperative will need to obtain all permits and <br />approvals for the Project required by applicable law, including all City <br />approvals and permits, and all environmental approvals and permits, and that <br />no promises have been made by the City with respect to waiving or <br />modifying any applicable permitting requirements; (c) no promises or <br />commitment have been made by the City with respect to the assessed <br />valuation of the Property or the Project or any of the facilities ancillary <br />thereto; and (d) no promises or commitments have been made by the City <br />with respect to purchasing electricity from the Project or constructing, <br />recruiting, or supporting any other electrical generation facilities within the <br />City . <br />12. Jurisdiction. In the event of any litigation between the parties hereto with <br />respect to the subject matter of this Agreement (whether or not expressly <br />covered by this Agreement) each of the parties agrees to the exclusive <br />jurisdiction of the matter in the state courts located in the City and waives <br />any arguments that such forum is not convenient. <br />13. Integration. This Agreement constitutes the entire agreement among the <br />parties with respect to the subject matter hereof and supersedes all other <br />agreements and understandings, both written and oral, between the parties <br />with respect to the subject matter hereof, and may be executed <br />simultaneously in several counterparts, each of which shall be deemed an <br />original and all of which together shall constitute one and the same <br />instrument. No amendment or termination of this Agreement shall be <br />effective unless the same shall be done in writing signed by all parties hereto. <br />14. Assignment. This agreement shall be binding upon each of the parties hereto <br />and their respective permitted successors and assigns. The Cooperative may <br />not assign its rights or delegate its duties hereunder without the express <br />written consent of the City, which consent shall not be unreasonably <br />withheld, except that the Cooperative may assign its rights or delegate its <br />duties to an affiliate, an affiliate of one of its partners or to the purchasers of <br />all or substantially all of its assets without the consent of the City; provided, <br />however, that any such assignment shall not relieve the Cooperative of any <br />liability hereunder unless the City expressly agrees to such release, in writing, <br />upon written request of the Cooperative which release shall not be <br />unreasonable withheld, and provided, further, that the assignee shall assume, <br />