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Reviewed by Counsel and <br />Acceptable as to Legal <br />Form --Sheppard Mullin <br />11.2. Successors and Assigns. This Termination Agreement shall be binding upon the <br />Parties' respective successors and assigns, and is intended to confer rights and benefits <br />only to the Parties and their respective successors and assigns. No person or entity other <br />than a Party, or its successors or assigns, shall have a legally enforceable right or obligation <br />under this Termination Agreement. <br />11.3. Attorneys' Fees. Each Party shall bear its own costs and attorneys' fees incurred <br />or paid in connection with the negotiation and execution of this Termination Agreement, <br />and the Released Claims. <br />11.4. Entire Agreement; Modification. This Termination Agreement constitutes the <br />complete and entire agreement between the Parties concerning its subject matter, and <br />supersedes all discussions, agreements, and understandings, whether prior or <br />contemporaneous, oral or written, between or among the Parties, except as otherwise <br />stated herein. This Termination Agreement may not be modified, amended, contradicted, <br />supplemented, or altered in any way by any previous written or oral agreements or by any <br />subsequent oral agreements and discussions, except as otherwise stated herein. This <br />Termination Agreement may be modified or amended only by an instrument in writing <br />executed by all Parties. <br />11.5. Authority to Execute Agreement. Each individual and entity executing this <br />Termination Agreement hereby represents and warrants that he, she or it has the capacity <br />set forth on the signature pages hereof with full power and authority to bind the Party on <br />whose behalf he, she or it is executing this Termination Agreement to the terms hereof. <br />11.6. Advice of Counsel. The Parties acknowledge that they have reviewed and revised <br />this Termination Agreement and have had the opportunity to have the same reviewed by <br />their legal counsel. The Parties agree that the normal rule of construction to the effect that <br />any ambiguities are to be resolved against the drafting party shall not be employed in the <br />interpretation of this Termination Agreement. The terms of this Termination Agreement <br />have been completely read and explained by such attorneys, and such terms are fully <br />understood and voluntarily accepted by each of the Parties. <br />11.7. Counterparts; Electronic Signature. This Termination Agreement may be executed <br />in any number of counterparts, each of which shall be deemed to be an original and all of <br />which taken together shall constitute one and the same agreement. Signatures to this <br />Termination Agreement may be transmitted electronically, and such electronic signatures <br />shall have the same force and effect as an original. <br />11.8. Severability. Each provision of this Termination Agreement is separate, distinct, <br />and severable from the others. If any provision is held unenforceable, the rest of the <br />Termination Agreement shall be enforced to the greatest extent possible. <br />11.9. Assignment of Claims The Parties have not heretofore assigned, transferred, or <br />granted, or purported to assign, transfer, or grant, any of the claims addressed, resolved, <br />compromised, settled or otherwise disposed of by this Termination Agreement. <br />Citibank <br />[FINAL REVIEW COPY] _5_ City of Redlands <br />SMRH:4854-3459-0049.14 Lease Termination // 300 E. State St., Redlands, CA <br />102523 0100-092806 <br />