1997 AGN AUG 05 I23 - Laserfiche WebLink

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33 Good Faith. The CITY shall use good faith and its best efforts to preserve, protect and defend its right and power to enter into, comply with, implement and enforce the provisions of this Agreement in accordance with the terms herewith against any challenge thereto, legal or otherwise (including any lawsuits by or against the CITY, whether as plaintiff or defendant), by any person (other than the COUNTY) based upon breach of Agreement, violation of law or any other theory. 3.4 Amendment and Adoption of City. Disposal Agreements. (a) As soon as 'practicable, the CITY shall use its reasonable best efforts to adopt`or'amend any and all City Disposal Agreements if such adoption or amendment shall be necessary or required for the CITY to fully perform its obligations hereunder to direct the delivery of all Acceptable Waste to the Disposal System in accordance with the provisions of this Agreement. (b) During the Term, the CITY shall not enter into, issue, extend or adopt any City Disposal Agreement which is materially inconsistent with the provisions of this Agreement. (c) In the event that, despite the CITY's reasonable best efforts to do so, the CITY is unable within one hundred and twenty (120) days after the execution hereof to adopt or amend any City Disposal Agreement and such inability materially adversely affects the CITY's ability to fulfill its obligations hereunder, the CITY shall promptly notify the COUNTY in writing of such inability, describing the efforts undertaken by the CITY to so adopt or amend its City Disposal Agreements. Upon receipt of such notice (or upon the one hundred and twentieth (1 20 ) day after the execution of this Agreement, if the COUNTY is entitled to receive such notice and the CITY fails to provide the notice required in this Section 3.4(c)), the COUNTY shall have ninety (90) days to determine if the COUNTY desires to terminate this Agreement. if the COUNTY elects to terminate this Agreement under the terms of this Section 3.4(c), it shall give written notice of such determination to the CITY within the ninety (90) day period provided for in this Section 3.4(c). In the event of the termination of this Agreement by the COUNTY under the terms of this Section: (i) Neither party shall have any rights against, or obligation to, the other, except to the extent arising from an event or events which occur prior to the date of termination. (ii) Notwithstanding any other provision of this Agreement, including Section 34(c)(i) above, in no 3 103635.02 06/05/97