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37. CAPTIONS. The captions contained in this Agreement are inserted for convenience only <br /> and are not intended to be part of the Agreement. They shall not affect or be utilized in the <br /> construction or interpretation of the Agreement. <br /> 38. TERMINATION. <br /> A. Compelled Termination: If, during the Term, there is a determination made <br /> pursuant to an unappealable order of a county, state, or national governmental <br /> health agency having proper jurisdiction over LICENSEE's operations that <br /> LICENSEE's use of the Premises poses a human health hazard that cannot be <br /> remedied and that LICENSEE must cease all operations on the Premises, then <br /> LICENSEE shall immediately cease all operations on the Premises and this <br /> Agreement shall terminate as of the date of such order. In the event the Federal <br /> Communications Commission, or any successor agency, makes a determination <br /> that is final and non-appealable, or which is affirmed and becomes final after the <br /> exhaustion of all available appeals, concluding that LICENSEE's use as set forth in <br /> this Agreement presents a material risk to the public health or safety and that <br /> LICENSEE must cease all operations on the Premises, LICENSOR may terminate <br /> this Agreement upon fourteen(14) days' notice to LICENSEE. <br /> B. Termination by LICENSEE: LICENSEE may terminate this Agreement by <br /> written notice to LICENSOR if(i)LICENSEE does not obtain all permits, <br /> consents, easements, non-disturbance agreements or other approvals (collectively <br /> "Approvals") reasonably desired by LICENSEE or required from any <br /> governmental authority or any third party related to or reasonably necessary to <br /> operate, install, maintain, replace, or remove LICENSEE's Facilities, or if any such <br /> approval is canceled, expires or is withdrawn or terminated without any fault of <br /> LICENSEE, or(ii) LICENSOR fails to have proper ownership of the Premises or <br /> the authority to enter into this Agreement, or(iii)LICENSOR fails to cure a default <br /> pursuant to Section 32. Upon termination, all prepaid License Fees shall be <br /> retained by LICENSOR, unless termination is pursuant to (ii) above or(iii)above. <br /> C. Termination by LICENSOR: LICENSOR may terminate this Agreement by <br /> written notice to LICENSEE if LICENSEE fails to cure a default pursuant to <br /> Section 32. Upon termination for this reason, all prepaid License Fees shall be <br /> retained by LICENSOR. <br /> 39. MISCELLANEOUS PROVISIONS. <br /> A. Each undersigned represents and warrants that its signature herein below has the <br /> power, authority and right to bind their respective Parties to the terms of this <br /> Agreement, and each Party shall indemnify the other fully, including reasonable <br /> costs and attorney's fees, for any injuries or damages incurred in the event that <br /> such authority or power is not, in act,held by the signatory or is withdrawn. <br /> Page 18 of 67 <br />