Agenda - Council - 02/10/2015 - Laserfiche WebLink

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under this Agreement, or delegate any duties, burdens, or obligations arising hereunder, without ZAYO's prior express written consent, which consent may be given or withheld in ZAYO's sole discretion. A transfer, assignment or other action in violation of this Section 23 shall constitute a material breach of this Agreement and shall be null and void. If any such consent is given, County nevertheless shall remain fully and primarily liable for all obligations of County under this Agreement. 23.2 ZAYO Assignment. Nothing shall be deemed or construed to prohibit ZAYO from assigning or otherwise transferring this Agreement, or any of its rights or interests herein, in whole or in part, or from selling, transferring, leasing, licensing, granting indefeasible rights of use in or entering into similar agreements or arrangements with other Persons respecting any Ducts or other conduit tubing, Cable, fibers (other than the County Dark Fibers), or constituting a part of the ZAYO System. If in connection with any assignment of this Agreement by. ZAYO, ZAYO causes such assignee to contemporaneously therewith agree in writing to perform all of ZAYO's obligations under this ' Agreement, then ZAYO shall be released from liability hereunder. ZAYO may encumber the ZAYO System provided any such encumbrance created after the date of this Agreement shall be subject to the rights of County'hereunder. ZAYO may pledge or assign its rights under this Agreement to its lender(s) for the purpose of securing financing for its construction, maintenance, or extension of the ZAYO System. 24. Representations, Warranties and Acknowledgments 24.1 Representations and Warranties. By execution of this Agreement, each Party represents and warrants to the other: (a) That the representing Party has full right and authority to enter into and perform this Agreement in accordance with the terms hereof and thereof, and that by entering into or performing under this Agreement, the representing Party is not in violation of its charter or bylaws, or any Iaw, regulation or agreement by which it is bound or to which it is subject; (b) That the execution, delivery and performance of this Agreement by such Party has been duly authorized. by all requisite corporate action, that the signatories for such Party hereto are authorized to sign this Agreement, and that the joinder or consent of any other Party, including a court or trustee or referee, is not necessary to make valid and effective the execution, delivery and performance of this Agreement by such Party. 24.2 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ZAYO MAKES NO WARRANTY,.EXPRESS OR IMPLIED, WITH RESPECT TO THE COUNTY DARK FIBERS, THE ZAYO SYSTEM, THE CABLE OR ANY WORK PERFORMED OR TO BE PERFORMED UNDER THIS AGREEMENT, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY QR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE WARRANTIES SET FORTH IN THIS AGREEMENT CONSTITUTE THE ONLY WARRANTIES MADE BY ZAYO TO COUNTY WITH RESPECT TO THIS AGREEMENT AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED. 25. General 25 . Anoka County Master Fiber IRU 8.14.10 ,