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<br />203193300.19 -41- <br /> <br />18.5.3 subject to satisfaction of the Program Property Assignment Conditions, take over <br />operation of the Program, and in connection therewith assign to MTC the Equipment <br />and Operator’s rights under the Escrow Agreement, in which event Operator shall <br />reasonably cooperate with MTC to obtain the legal right to use the Software (excluding <br />the Operator Basic Function Software and the Operator Non-Basic Function Software) <br />either through an assignment of Operator’s license with the Vendor to MTC or by <br />MTC entering a license agreement for such Software with the Vendor. <br />18.6 Not less than 6 months prior to the expiration of the Term, MTC shall elect either (a) to <br />purchase (or have a designee purchase) the Program Property at the expiration of the Term or (b) to <br />require Operator to remove the Equipment upon expiration of the Term. If MTC elects clause (a), then <br />Operator and MTC shall negotiate a purchase price for the Program Property based on the fair market <br />value of the Program Property as an installed system, and at the expiration of the Term, Operator shall <br />reasonably assign to MTC (or its designee) the Equipment and Operator’s rights under the Escrow <br />Agreement and cooperate with MTC (or its designee) to obtain the legal right to use the Software <br />(excluding the Operator Basic Function Software and the Operator Non-Basic Function Software) either <br />through an assignment of Operator’s license with the Vendor or by MTC (or its designee) entering a <br />license agreement for such Software with the Vendor, subject to satisfaction of the Program Property <br />Assignment Conditions. If MTC elects clause (b), then within 90 days of the expiration of the Term, <br />Operator shall remove all Equipment. <br />18.7 In the event of a breach of this Agreement by any Party or by any Participating City, the <br />other Party or parties shall act in good faith and exercise commercially reasonable efforts to mitigate any <br />damages or losses that result from such breach. Notwithstanding the foregoing, nothing contained in this <br />Section shall limit in any respect the rights of MTC and the Participating Cities to indemnification <br />pursuant to Section 16. <br />18.8 No Party shall be liable (including, but not limited to, for payment of liquidated damages) <br />for failure to perform any of its obligations, covenants, or conditions contained in this Agreement, to the <br />extent such failure is caused by the occurrence of an Event of Force Majeure, and such Party’s obligation <br />to perform shall be extended for a reasonable period of time, commensurate with the nature of the event <br />causing the delay, and no breach or default shall exist or liquidated damages be payable with respect to <br />such extended period. <br /> <br /> <br /> <br />RIGHTS OF RECOGNIZED LENDER <br />19.1 Operator shall have the right to collaterally assign its rights under this Agreement to the <br />Recognized Lender as collateral for the Recognized Loan. Operator or the Recognized Lender shall <br />notify MTC of the existence of the Recognized Loan and the collateral assignment of this Agreement and <br />shall notify MTC of the name and address of the Recognized Lender. In no event shall there be more than <br />one Recognized Lender at any one time. <br />19.2 MTC shall give the Recognized Lender, at the address of such Recognized Lender and in <br />the manner set forth in Section 25.2 a copy of each notice of default at the same time as it gives notice of