Page 140 - Yucaipa Valley Water District
P. 140
Director Memorandum No. 16-040 Page 20 of 24
20. Modifications. This Agreement cannot be changed orally, and no executory agreement
shall be effective to waive, change, modify, or discharge it in whole or in part unless such
executory agreement is in writing and is signed by the Parties against whom enforcement of
any waiver, change, modification, or discharge is sought.
21. Further Assurances. Each Party agrees that it will execute and deliver such other
documents and take such other action, whether before or after Closing, as may be reasonably
requested by the other Party to consummate the transaction contemplated by this
Agreement, provided, however that Assignee sha ll not be required to incur any material costs
in connection with its obligations under this Section 21. The provisions of this Section shall
survive Closing.
22. Severability. If any provision of this Agr eement is determined by a court of competent
jurisdiction to be invalid or unenforceable, th e remainder of this Agreement shall nonetheless
remain in full force and effect; provided that the invalidity or unenforceability of such
provision does not materially adversely affect the benefits accruing to any Party.
23. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State in California. The exclusive venue for any legal action arising out
of this Agreement shall be in San Bernardino County, California. Valley District and
Assignee agree that the provisions of this Section survive the Closing or any termination of
this Agreement.
24. No Third Party Beneficiary. The provisions of this Agreement and of the documents
to be executed and delivered at Closing are and will be for the benefit of Assignee, the Trustee
(for its benefit and the benefit of the Bondholders) and Valley District only and are not for
the benefit of any other party; and, accordingly, no third party shall have the right to enforce
the provisions of this Agreement or of the documents to be executed and delivered at Closing.
25. Counterparts. This Agreement may be executed in counterparts, all such executed
counterparts shall constitute the same agreement, and the signature of any Party to any
counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
26. Electronic Signatures. In order to expedite the transaction contemplated by this
Agreement, signatures may be delivered by facsimile or electronic means. Assignee and
Valley District hereby waive any defenses to the enforcement of the terms of this Agreement
based on the form of signature.
Yucaipa Valley Water District - April 20, 2016 - Page 138 of 158
20. Modifications. This Agreement cannot be changed orally, and no executory agreement
shall be effective to waive, change, modify, or discharge it in whole or in part unless such
executory agreement is in writing and is signed by the Parties against whom enforcement of
any waiver, change, modification, or discharge is sought.
21. Further Assurances. Each Party agrees that it will execute and deliver such other
documents and take such other action, whether before or after Closing, as may be reasonably
requested by the other Party to consummate the transaction contemplated by this
Agreement, provided, however that Assignee sha ll not be required to incur any material costs
in connection with its obligations under this Section 21. The provisions of this Section shall
survive Closing.
22. Severability. If any provision of this Agr eement is determined by a court of competent
jurisdiction to be invalid or unenforceable, th e remainder of this Agreement shall nonetheless
remain in full force and effect; provided that the invalidity or unenforceability of such
provision does not materially adversely affect the benefits accruing to any Party.
23. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State in California. The exclusive venue for any legal action arising out
of this Agreement shall be in San Bernardino County, California. Valley District and
Assignee agree that the provisions of this Section survive the Closing or any termination of
this Agreement.
24. No Third Party Beneficiary. The provisions of this Agreement and of the documents
to be executed and delivered at Closing are and will be for the benefit of Assignee, the Trustee
(for its benefit and the benefit of the Bondholders) and Valley District only and are not for
the benefit of any other party; and, accordingly, no third party shall have the right to enforce
the provisions of this Agreement or of the documents to be executed and delivered at Closing.
25. Counterparts. This Agreement may be executed in counterparts, all such executed
counterparts shall constitute the same agreement, and the signature of any Party to any
counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
26. Electronic Signatures. In order to expedite the transaction contemplated by this
Agreement, signatures may be delivered by facsimile or electronic means. Assignee and
Valley District hereby waive any defenses to the enforcement of the terms of this Agreement
based on the form of signature.
Yucaipa Valley Water District - April 20, 2016 - Page 138 of 158
