Agenda - Council - 04/23/2024 - Laserfiche WebLink

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B. Manager shall also have the right to assign this Agreement to any successor or assignee of Manager which may result from any merger, consolidation, or reorganization, provided that such successor or assignee assumes in writing all obligations of Manager hereunder, and that such assignment and assumption shall not relieve Manager of any such obligations. ARTICLE EIGHTEEN ASSIGNMENT OR TRANSFER BY OR CHANGE IN OWNER SECTION 18.1 - ASSIGNMENT OR TRANSFER BY OWNER: Subject to Manager's termination rights under Section 14.2, Owner may sell, lease, or otherwise transfer or assign, during the term of this Agreement, the Facility or any interest in Owner without the prior consent of Manager, but Owner shall give Manager notice of any such action at least ninety (90) days prior to any such sale, lease, transfer or assignment. SECTION 18.2 - TRANSFER COSTS: In the event of a sale, lease, or other assignment or transfer of the Facility, or sale or transfer of more than a fifty percent (50%) interest in Owner to any person, firm, or corporation other than a person, firm, or corporation owning more than a fifty-percent (50%) interest in Owner on the date of this Agreement, whether: A. Manager is requested to continue to manage the Facility, whether by an assignment or continuation of this Agreement or by execution of a new management agreement; or B. Manager's management is terminated; and, if Manager is requested to make any computer, bookkeeping, accounting, tax, or other changes, entries, transfers, prorations, adjustments, or calculations in connection therewith, the reasonable and necessary costs of Manager in making same shall be paid by Owner and/or the other parties to the assignment or transfer, all of which or whom shall be jointly and severally responsible therefor. In addition, any reasonable and necessary cost for establishing the books and records of the Facility for the benefit of the assignee or transferee shall be paid to Manager by the assignee or transferee. If the assignee or transferee refuses to make such payment, it shall remain a responsibility of Owner. ARTICLE NINETEEN INDEMNIFICATION AND LIMITATION OF LIABILITY SECTION 19.1 — LIMITATION OF LIABILITY: Manager's liability with respect to the management of the Facility shall be limited to damages suffered as a result of gross negligence or willful misconduct on the part of Manager. Without limiting the generality of the foregoing, Manager shall have no liability to Owner for any damages or negative consequences to the Facility or Owner which result from Manager's good faith performance of its duties pursuant to this Agreement. For example, and without limitation, Manager shall not be liable to Owner for any damages or negative consequences to the Facility or Owner which result from Manager placing suppliers and other vendors to the Facility on a"cash only" basis because of insufficiency of funds in the Agency Account. 11