2024 Resolutions - Laserfiche WebLink

Home Browse Search

Sunday or such holiday. References in this Agreement to days are to calendar days unless otherwise specified. 10.6 Governing Law/Venue. THE VALIDITY, ENFORCEABILITY, INTERPRETATION, AND CONSTRUCTION OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF VIRGINIA (OTHER THAN ITS CONFLICT OF LAWS RULES) AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN VIRGINIA. The venue for any dispute arising out of this Agreement shall be the state courts of the City of Portsmouth, Virginia. 10.7 Successors and Assigns This Agreement shall bind and inure to the benefit of Authority and City and their respective heirs, executors, administrators, personal and legal representatives, successors and assigns. Neither party shall have the right to assign this Agreement without the express written consent of the other, which consent may be granted or denied in the other parry's sole discretion. 10.8 Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this Agreement. 10.4 Multiple Counterparts This Agreement may be executed in a number of identical counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one (1) agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 10.10 Disclaimer/No Joint Venture. Authority expressly makes no warranty or representation regarding the fitness of the Property for the proposed use, the soil conditions on or under the Property, or the likelihood of economic success of the proposed use. This Agreement does not create a joint venture between Authority and City. 10.11 Notice ojDejault. If Authority or City fails to comply with any or all of the provisions, covenants, warranties or agreements to be performed or observed by Authority or City under and pursuant to the terms and provisions of this Agreement, and such default is not cured within ten (10) days after written notice thereof, then the non -breaching party may elect to exercise its remedies set forth in herein. 10.12 Survival. Obligations of the parties hereunder shall survive Closing where (a) this Agreement expressly so provides or (b) it is clear from the context of this Agreement that the obligation is intended to survive Closing. 10.13 Anti Flipping Provision. They City agrees that it will not sell the property to any third party for a period of one year following the closing. If it breaches this provision, any excess amount over and above the Purchase Price listed in paragraph 3.1shall be distributed equally amongst the members of the Authority. ARTICLE 11. POST -CLOSING PROVISIONS 11.1 Post -Closing Organization. After Closing, the City will remain a member of the Authority and will share equally with the other four Member Jurisdictions (200/6 per Member Jurisdiction) in the post -closing assets and liabilities of the Authority (other than the Purchase Price proceeds, as -10-