8M Consent 2008 0902 - Laserfiche WebLink

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7.5 Successors and Assigns. All of the terms of this Agreement shall apply to and be binding upon, and inure to the benefit of, the successors and permitted assigns of the Agency and Borrower, respectively, and all persons claiming under or through them. 7.6 Attorneys' Fees. If any action is instituted by any Party to this Agreement to enforce this Agreement, the Loan or the Note, or to collect any sums due hereunder or pursuant to the Loan or the Note, the prevailing Party in such action shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in that action. 7.7 Severability. If one or more provisions of this Agreement are found invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not in any way be affected, prejudiced, disturbed or impaired thereby, and all other provisions of this Agreement shall remain in full force and effect. 7.8 Amendments/Entire Agreement. Agency and Borrower reserve the right to amend this Agreement by mutual consent. It is mutually understood and agreed that no amendment, modification, alteration or variation of the terms of this Agreement shall be valid unless in writing and signed and acknowledged and approved by both parties. This Agreement constitutes the entire agreement of the parties and no oral understandings or agreement not incorporated herein shall be binding on either Party. 7.9 Joint and Several Liability. If the Borrower consists of more than one person or entity, each shall be jointly and severally liable to the Agency for the performance of this Agreement. 7.10 Time. Time is of the essence in the performance of the terms and conditions of this Agreement. 7,11 Governing Law. The laws of the State of California shall govern this Agreement. 7.12 Non-Liability of Agency and City Officials, Employees and Agents. No member, official, employee or agent of the Agency or the City shall be personally liable to the Borrower, or any successor in interest to the Borrower, in the event of any default or breach by the Agency or for any amount which may become due to Borrower or any successor under the terms of this Agreement. 7.13 Agency's Rights and Consent. No forbearance, failure or delay by the Agency in exercising any right, power or remedy, nor any single or partial exercise by the Agency of any right or remedy hereunder shall preclude the further exercise of such right, power or remedy. Agency's consent to any act or omission by Borrower may not be construed as the Agency's consent to any other or subsequent act or omission or as a waiver of the requirement to obtain Agency's consent in any other instance. All of Agency's rights, powers and remedies are cumulative and shall continue in full force and effect until specifically waived in writing by Agency. 7.14 Duration/Survival. This Agreement shall continue in full force and effect until the obligations due under this Agreement and the Note have been paid in full. Notwithstanding the foregoing, the indemnification provisions of Section 4.1 of this Agreement shall survive the expiration of this Agreement and the making and repayment of the Loan. 1113396.3 9 l ~ F[';