Laserfiche WebLink
10.10 No Rights to the System. The City expressly agrees that, except as expressly set <br /> forth in this Agreement, it does not and shall not claim at any time any interest or estate of any <br /> kind or extent whatsoever in the System, throughout the term of this Agreement. Except as <br /> provided in Section 8.1.2 (iii) and Section 8.1.2 (iv) above, SiFi shall, at all times, retain title to <br /> and ownership of the System and all future extensions of the System, and shall have the right to <br /> lease the System or parts thereof to a provider of internet, data,voice,video and other services. <br /> 10.11 Representations and Warranties. <br /> 10.11.1 The City represents and warrants to SiFi that: (a)it has full authority(including the <br /> authority required by any applicable law, ordinance, rule or regulation) to enter into and <br /> perform this Agreement and the execution, delivery and performance of this Agreement and <br /> the consummation of the transactions contemplated hereby and thereby are within the right, <br /> power and authority of the City and have been duly authorized by all necessary action on the <br /> part of City, (b) this Agreement has been duly executed and delivered by the City and it <br /> constitutes a legal, valid and binding agreement of the City enforceable against the City in <br /> accordance with its terms (except as enforcement may be limited by applicable bankruptcy, <br /> insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally <br /> and by general principles of equity) and(c) the execution and delivery of this Agreement by <br /> the City and its performance hereunder and thereunder will not violate any law, ordinance, <br /> rule, or regulation applicable to the City. <br /> 10.11.2 SiFi represents and warrants to the City that: (a) it has full authority to enter into <br /> and perform this Agreement and the execution, delivery and performance of this Agreement <br /> and the consummation of the transactions contemplated hereby and thereby are within the <br /> power and authority of SiFi and have been duly authorized by all necessary action on the part <br /> of SiFi, (b)this Agreement has been duly executed and delivered by SiFi and it constitutes a <br /> legal, valid and binding agreement of SiFi enforceable against SiFi in accordance with its <br /> terms (except as enforcement may be limited by applicable bankruptcy, insolvency, <br /> reorganization,moratorium or similar laws affecting creditors'rights generally and by general <br /> principles of equity) and (c) the execution and delivery of this Agreement by SiFi and its <br /> performance hereunder and thereunder will not violate any law,rule,or regulation applicable <br /> to SiFi. <br /> 10.11.3 OTHER THAN THE EXPLICIT REPRESENTATIONS AND WARRANTIES <br /> MADE BY SIFI TO CITY UNDER THIS AGREEMENT, SIM MAKES NO <br /> REPRESENTATIONS OR WARRANTIES TO THE CITY OR ANY PERSON WITH <br /> RESPECT TO THE SYSTEM (OR THE COMPONENTS THEREOF) AND HEREBY <br /> DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, <br /> INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF <br /> MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, <br /> ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES <br /> ARISING FROM A COURSE OF DEALING,COURSE OF PERFORMANCE,OR USAGE <br /> OF TRADE. TO THE EXTENT THAT SIFI MAY NOT AS A MATTER OF APPLICABLE <br /> LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF <br /> SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. <br /> Page 28 of 33 <br />