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AgdaPkt 2018-12-03 Joint SA PFA
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AgdaPkt 2018-12-03 Joint SA PFA
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Last modified
11/29/2018 5:57:51 PM
Creation date
11/29/2018 5:35:59 PM
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Template:
CC Index
CC Index - Document Type
Agenda Packet
Meeting Type
Joint
Agency Type
City Council and Successor Agency and Public Financing Authority
Date
12/3/2018
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6.G. - Page 15 of 40 <br />business and the performance of its obligations under the Agreement. Provider shall use its commercially reasonable <br />efforts to maintain all permits, licenses, permissions, authorizations, and rights that may be required under any applicable <br />legal requirements or otherwise for the performance of its obligations under the Agreement; <br />(D) it is in compliance with all laws, rules and regulations and court and governmental orders related to maintenance of its <br />corporate or other business status and/or to the operation of its business; <br />(E) it has not and shall not during the Service Term enter into an agreement or arrangement that could limit the full <br />performance of its obligations under the Agreement; and <br />(F) it is under no obligation and shall not become subject to any obligation that may interfere with its performance of the <br />Agreement; <br />ARTICLE 8. GENERALTERMS <br />8.1 Force Mafeure. Neither party will have any claim or right against the other for any failure of or delay in <br />performance by the other party (other than Customer's payment obligations under article 2 of this Master Agreement) if <br />the failure or delay is caused by or the result of causes beyond the reasonable control of the other party, including, but not <br />limited to, acts of God, fire, flood, hurricane or other natural catastrophe, terrorist actions, laws, orders, regulations, <br />directions or actions of governmental authorities having jurisdiction over the subject matter hereof, or any civil or military <br />authority, national emergency, insurrection, riot or war; inability to obtain equipment, material or other supplies, or; other <br />similar occurrence beyond the control and without the fault or negligence of the affected party. Notwithstanding the <br />foregoing, if the excusable delay exceeds 60 days, either party may terminate the Agreement or applicable Order <br />immediately on written notice without Incurring any termination liability hereunder. <br />8.2 Assignment and Resale, <br />(A) Customer shall not assign or otherwise transfer the Agreement or delegate Customer's obligations, in whole or in part, <br />whether by operation of law or otherwise, to any other party, except that on obtaining the prior written consent of <br />Provider, which will not be withheld unreasonably, Customer may assign the Agreement, in whole or in part, to any parent, <br />subsidiary or affiliate of Customer controlling, under the control of or under common control with Customer (a "Customer <br />Affiliate"), or any entity that purchases all or substantially all of the assets of Customer. <br />(B) Any assignment will be contingent on the assignee or transferee agreeing in writing to assume and to perform all of <br />Customer's obligations under the Agreement. The parties' rights and obligations under the Agreement will bind and inure to <br />the benefit of the parties and each of their respective permitted successors and assigns. At Provider's request, any <br />prospective assignee for which Provider's consent is required for assignment shall submit to Provider evidence of its <br />financial fitness, competitive standing and any other criteria Provider deems appropriate. The prospective assignee shall <br />reimburse Provider the costs of reviewing such evidence to determine whether to permit the assignment or sublease. If <br />Customer validly assigns or otherwise transfers the Agreement in accordance with subsection 8.2(A) above, Customer will <br />remain liable for the obligations under the Agreement if the assignee fails to fulfill those obligations. <br />(C) If Customer sells substantially all of Its assets to a party that is not a Customer Affiliate, Customer may choose to <br />terminate the Agreement and be released from its obligations under the Agreement as of the effective date of such sale, <br />provided that (i) Customer provides 30 days' prior written notice to Provider of such sale; (ii) Customer has fully paid, in <br />accordance with the terms of the Agreement, all amounts to which Provider is entitled under the Agreement as of the <br />effective date of such sale; and (iii) Customer is not in breach or Customer Default of the Agreement. If Customer <br />terminates the Agreement in accordance with this subsection 8.2(C), Provider will not have any further duty or obligation <br />under the Agreement or otherwise with respect to Customer. <br />(D) Unless otherwise provided In an Order, Customer may provide Services to third parties or use the Services in <br />connection with goods or services provided by Customer to third parties ("Customer Provided Services") provided that <br />9 <br />ATTY/AG R/2013.176/ASTO U N D BROADBAND - MSA <br />REV: 10-07.13 MLG <br />2013 ASTOUND BROADBAND <br />Proprlerory and Confidential <br />139 <br />
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