RecDoc 2019-070466 - Laserfiche WebLink

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10. Assignee Address for Notices. The address of Assignee for the purpose of notices, demands and communications under Section 24 of the License Agreement shall be: Assignee: IMP BLU HARBOR LLC c/o GID 125 High Street, High Street Tower, 27th Floor Boston, MA 02110 Attn: Portfolio and Asset Management With a copy to: GID 125 High Street, High Street Tower, 27" Floor Boston, MA 02110 Attn: Legal Department 11. Applicable Law/Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court of the County of San Mateo, State of California. 12. Interpretation. All parties have been represented by counsel in the preparation and negotiation of this Agreement, and this Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) "shall," "will," or "agrees" are mandatory, and "may" is permissive; (d) "or" is not exclusive; and (e) "includes" and "including" are not limiting. 13. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement. 14. Severability. Except as otherwise provided herein, if any provision(s) of this Agreement is (are) held invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the parties. 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument, with the same effect as if all of the parties to this Agreement had executed the same counterpart. 16. Effective Date. The "Effective Date" of this Agreement shall be the date upon which Assignee delivers to City evidence of the transfer of the Property, which date shall be after all parties have executed this Agreement. For the purposes of this Section, the evidence of transfer shall consist of a duly recorded deed and title report. ATTY/AGR/2019.212 GID REV: 08-01-19 PR [Signatures follow on Next Page] Page 3 of 4