AG 2010 04 19 - Laserfiche WebLink

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property, (ii) has been or will be properly designed, or will accomplish the results which Company intends therefore, or (iii) is safe in any manner or respect. The County makes no express or implied warranty or representation of any kind whatsoever with respect to the Facility or any component part thereof, including but not limited to any warranty or representation with respect to the merchantability or the fitness or suitability thereof for any particular purpose, and further including the design or condition thereof, the safety, workmanship, quality, or capacity thereof; compliance thereof with the requirements of any law, rule, specification or contract pertaining thereto; any latent defect; the Facility's ability to perform any function; or any other characteristic of the Facility; it being agreed that Company is to bear all risks relating to the Facility, the completion thereof or the h•ansactions contemplated hereby and Company hereby waives the benefits of any 'and all implied warranties and representation of the City. The provision of this Section VI shall survive the Agreement's termination. VII. Termination of Agreement This Agreement shall terminate `after the end of the fourth year of the Phase 3 Grant period, or in no case later than December 31, 2021. After such tei•~nination, this Agreement will be null and void, and the parties to this Agreement will have no further obligations from one to the other 'thereafter, except as specifically noted in this Agreement. VIII. Assignments The Company shall not assign this Agreement or any portion thereof without the written consent of the County, nor shall the Company assign any funds due or to become due to it hereunder without the prior written consent of the County; provided, however, the Company shall be permitted to assign this Agreement or any portion thereof, or any funds due or to become due to it hereunder, to any direct or indirect wholly-owned subsidiary of the Company. However, in the event of such assignment, the Company shall remain ultimately responsible.. and liable for the performance of the Company's obligations hereunder. IX. Representations The Company represents as of the date of this Agreement as follows: A. The Company (i) is a limited liability company duly organized and validly existing under the laws of its state of incorporation; (ii) is duly qualified to transact business and is in good standing in North Carolina; (iii) is not in violation of any provision of its organizational documents; (iv) has full corporate power to G-2 Pag~age°1~~