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<br />Section 4.3. Binding Effect. The obligations created hereunder shall be binding upon <br />and shall inure to the benefit of the parties hereto and their respective heirs, successors and <br />asSIgnS. <br /> <br />- <br /> <br />Section 4.4. Approvals/Consents. Unless expressly provided to the contrary in this <br />Agreement, with respect to any approval or consent by either Party under or pursuant to this <br />Agreement, such approval or consent shall not be unreasonably withheld, conditioned or <br />delayed. Unless provision is made for a specific time period, each response to a request for an <br />approval or consent required to be considered pursuant to this Agreement shall be given by the <br />Party to whom directed within fourteen (14) days of receipt. Each disapproval shall be in writing <br />and the reasons shall be clearly stated. If a response is not given within the required time period, <br />and if the request for response shall state that the requested Party shall be deemed to have given <br />its approval or consent upon the failure of the requested Party to respond within the required time <br />period, then the requested Party will be deemed to have given its consent or approval. <br /> <br />- <br /> <br />- <br /> <br />Section 4.5. Governing Laws. This Agreement shall be construed and governed in <br />accordance with the laws of the State of Texas. <br /> <br />- <br /> <br />Section 4.6. Counterparts. This Agreement may be signed in several counterparts, <br />each of which shall be deemed an original, and all of such counterparts shall constitute one and <br />the same instrument. <br /> <br />- <br /> <br />Section 4.7. Construction And Interpretation. <br /> <br />(a) This Agreement and the Exhibits hereto contain all the representations and the <br />entire agreement between the Port Crossing, 65 LaPorte, and City with respect to the subject <br />matter hereof. Any prior negotiations, correspondence, memoranda or agreements are <br />superseded in total by this Agreement and Exhibits hereto. This Agreement has been fully <br />negotiated at arms length between the signatories hereto, and after advice by counsel and other <br />representatives chosen by such signatories, and such signatories are fully informed with respect <br />thereto. <br /> <br />- <br /> <br />(b) Whenever required by the context of this Agreement, (i) the singular shall include <br />the plural, and vice versa, and the masculine shall include the feminine and neuter genders, and <br />vice versa and (ii) use of the words "including", "such as", or words of similar import, when <br />following any general term, statement or matter shall not be construed to limit such statement, <br />term or matter to specific items, whether or not language of non- limitation, such as "without <br />limitations, or "but not limited to", are used with reference thereto, but rather shall be deemed to <br />refer to all other items or matters that could reasonably fall within the broadest scope of such <br />statement, terms or matter. <br /> <br />- <br /> <br />- <br /> <br />(c) The captions preceding the text of each Article and section are included only for <br />convenience of reference. Captions shall be disregarded in the construction and interpretation of <br />this Agreement. Capitalized terms are also selected only for convenience of reference and do not. <br />- <br /> <br />- <br /> <br />H.Public _ Right_ of_ WaLlmprovemenl_ and ]unding_ Agreement_ v9(738385 _9)[1 ].DOC 6 <br />