Resolution 2015-48 - Laserfiche WebLink

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parties with respect to covenants and agreements contained in this Agreement that are permitted or required to be performed in whole or in part after the Closing Date. ARTICLE 9. MIS CELLANEOUS 9.1 Effect of _ Headings. The subject headings of articles, paragraphs and subparagraphs of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions. 9.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior and contemporaneous agreements, representations and understandings of the parties regarding the subject matter of this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. This Agreement and all provisions hereof shall survive the Closing contemplated hereunder except as expressly set forth herein to the contrary. 9.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 9.4 No Assignment. This Agreement is not assignable by either party except with the prior written consent of the other party, which consent may be granted or withheld in the sole discretion of the party of whom such consent is request. Any proposed transfer or assignment, in whole or part, of this Agreement without such consent therefor having first been obtained, shall be void and of no effect. Notwithstanding the foregoing, Purchaser may assign this Agreement to an entity wholly owned by Purchaser or wholly owned by those persons constituting the owners of Purchaser upon the Effective Date. 9.5 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service, if served personally on the party to whom notice is given, upon confirmed facsimile transmission, or on the third day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed as follows: To Seller at: City of Louisville 749 Main Street Louisville, Colorado 80027 Attention: Aaron DeJong Phone: (303) 335 -4531 Email: aarond@LouisvilleCO.Gov with a copy to: Light, Kelly P.C. 101 University Blvd., Suite 210 10