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To IPC: IPC (USA), Inc. <br />20 Pacifica <br />Suite 650 <br />Irvine, CA. 92618 <br />Attention: Chief Financial Officer <br />Facsimile: (949) 861-6475 <br />Each notice shall be deemed delivered on the date delivered if by personal delivery or by <br />overnight courier service, on the date of receipt as disclosed on the return receipt if by mail, or <br />on the date of transmission with confirmed successful transmission and receipt if by facsimile. <br />By giving to the other party written notice as provided above, the parties to this Agreement shall <br />have the right from time to time, and at any time during the term of this Agreement, to change <br />their respective addresses or contact persons. <br />5.7 Representations and Warranties. As a material inducement to City's entry into <br />this Agreement, IPC represents and warrants to City that (i) IPC has the full power and authority <br />to enter into and perform under this Agreement; and (ii) all authorizations and approvals required <br />to make this Agreement binding upon IPC have been duly obtained As a material inducement to <br />IPC's entry into this Agreement, City represents and warrants to IPC that, subject to and limited <br />by the provisions of Section 5.2, (i) City has the full power and authority to enter into and <br />perform under this Agreement; and (ii) all authorizations and approvals required to make this <br />Agreement binding upon City have been duly obtained. <br />5.8 Litigation Expenses. If either of the parties institutes any legal action against the <br />other in connection with any controversy related to, concerning or arising out of this Agreement, <br />or any facts based upon or involving this Agreement, then the prevailing party, whether in court, <br />through mediation, arbitration or by way of out-of-court settlement, shall be entitled to recover <br />from the non-prevailing party such prevailing party's reasonable attorneys' fees, court costs, <br />expert witness fees and other expenses relating to such controversy, including such fees, costs <br />and expenses on appeal, if any; and the arbitrator(s), if any, is hereby authorized to make such an <br />award to the prevailing party in arbitration. <br />5.9 Termination. In the event this Agreement terminates, no termination shall release <br />any party in default and this Agreement shall survive for purposes of allowing a party to enforce <br />its rights and remedies under this Agreement in the event of a default, including without <br />limitation the provisions of Section 4.3. All indemnification provisions and any other provision <br />that by its nature cannot be performed during the term of this Agreement shall survive the <br />termination of this Agreement. <br />5.10 Defense of Third Party Claims. To the fullest extent permitted by law, IPC shall <br />indemnify, defend and hold harmless the City, its officers, agents, and employees from and <br />against any and all losses, liabilities, damages, costs and expenses that may be asserted by a third <br />party, including attorney's fees and costs in the event that a third party files litigation challenging <br />the validity or enforceability of this Agreement, or any payment of the City Consideration by the <br />City to IPC. The City and IPC may jointly defend the Agreement and/or City Consideration <br />payment. If the litigation is filed only against the City, IPC may move to intervene as a <br />defendant, respondent or real party in interest, based upon the nature and form of the litigation. <br />131/030876-0001 <br />5940427.2 a07/30/13 '8-