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2. Acceptance and Assumption of Assignment. By the execution hereof, <br />Assignee, hereby accepts and assumes, from and after the Closing Date, all of Assignor's <br />rights, duties, obligations and interest in, to and under the Service Contract and shall <br />perform and be bound by all of the terms, covenants and conditions of Assignor under the <br />Service Contract, to the same extent as though Assignee was the original signatory under <br />the Service Contract. <br />3. Representation and Warranties of Assignor. Assignor warrants and <br />represents that as of the Closing Date: <br />a. There are no assignments of or agreements to assign the Service <br />Contract to any other party; and <br />b. The Service Contract is in full force and effect and there exists no <br />defaults on the part of Assignor or the City thereunder. <br />4. Indemnification. Assignee does hereby agree to indemnify, defend and <br />hold harmless Assignor and its directors, shareholders, officers and employees and each <br />of their respective successors and assigns from and against any claims, damages, losses, <br />costs, expenses or other liabilities based upon or arising out of any breach or alleged <br />breach of the Service Contract or out of any other events or incidents connected with the <br />Service Contract occurring or alleged to have occurred from and after the Closing Date. <br />Assignor does hereby agree to indemnify, defend and hold harmless Assignee and its <br />directors, shareholders, officers and employees and each of their respective successors <br />and assigns from and against any claims, damages, losses, costs, expenses or other <br />liabilities, based upon or arising out of any breach or alleged breach of the Service <br />Contract or out of any events or incidents connected with the Service Contract occurring <br />or alleged to have occurred prior to the Closing Date. <br />5. Notice. All notices, requests, demands, consents, and other <br />communications which are required or may be given under this Assignment (collectively, <br />the "Notices 11 shall be in writing and shall be given either (a) by personal delivery with a <br />receipted copy of such delivery; (b) by certified or registered United States mail, return <br />receipt requested, postage prepaid; or (c) by an overnight nationally recognized courier, <br />to the addresses set below each Party's signature to this Assignment or to such other <br />address of which written notice in accordance with this Section 5 shall have been <br />provided to the other Party hereto. Notices may only be given in the manner hereinabove <br />described in this Section 5 and shall be deemed received upon receipt or refusal thereof if <br />by personal delivery; three (3) days after deposit in the US mail, or the next business day <br />after deposit with a nationally recognized overnight courier. <br />6. Authority. Each party hereto represents and warrants that: (a) he or she <br />has full right, power and capacity to execute and deliver this Assignment and by his or <br />her signature shall create a valid and binding obligation of the entity for which such party <br />is signing, enforceable in accordance with its terms; and (b) his or her execution and <br />delivery of this Assignment does not and the performance of its obligations hereunder <br />REV: 04-10-17 MI <br />Page 2 of 5 <br />ATTY/AGR.2017.07BMhitley Burchett and Associate <br />