Laserfiche WebLink
and the Parties will cooperate in defending the validity or enforceability of this Rebate <br />Agreement against any challenge by any third Party. Any funds appropriated for payment <br />under this Rebate Agreement shall be escrowed in a separate LRC account in the event <br />there is a legal challenge to this Rebate Agreement. In the event performance of any <br />material term of this Rebate Agreement is rendered impossible as the result of any legal <br />challenge, the LRC at its option may terminate this Rebate Agreement, in which case the <br />Parties' obligations hereunder shall terminate; provided, however, that the LRC shall pay <br />to Developer any Pledged Revenues accrued and appropriated for payment under this <br />Rebate Agreement prior to such termination, to the extent permitted by law and any <br />applicable court order. <br />8. Assignment. This Rebate Agreement is personal to Developer and <br />Developer may not assign any of the obligations, benefits or provisions of the Rebate <br />Agreement in whole or in any part without the expressed written authorization of the LRC, <br />which consent shall not be unreasonably withheld; provided, that an assignment shall be <br />permitted (i) to any entity who is an affiliate of the Developer provided such assignment <br />is of the Agreement in its entirety to a single entity; (ii) to a successor in title to 100% of <br />the Developer's ownership interest in the Project; and (iii) to a lender to the Developer <br />provided such assignment is limited to a collateral assignment or pledge of the amounts <br />payable to the Developer hereunder. Any purported assignment, transfer, pledge, or <br />encumbrance made without such prior written authorization shall be void. <br />9. No Joint Venture. Nothing in this Rebate Agreement is intended or shall be <br />construed to create a joint venture between the LRC and Developer and the LRC shall <br />never be liable or responsible for any debt or obligation of Developer. <br />NEXT PAGE IS THE SIGNATURE PAGE <br />6 <br />