within thirty (30) business days of the delivery of the other Party’s request. If the
reviewing Party elects to deny its consent or approval, then it must substantiate that
decision with commercially reasonable documentation that enables the requesting Party
to comprehend the decision and, if appropriate, modify such request and re-submit it to
the reviewing Party for further review pursuant to these terms for consent or approval. A
Party reviewing a request for consent to the assignment of rights and obligations by the
requesting Party may consider the creditworthiness, financial wherewithal, expertise and
experience of the proposed assignee when compared to the requesting Party, in the
exercise of reasonable discretion whether to grant or deny consent or approval.
5.8 Terms for Other Response. When this Agreement calls for one Party to
notify the other Party of any other election under this Agreement, then the electing Party
shall notify the other party of the applicable decision no later than thirty (30) days after
the electing Party was notified of its obligation to make the election.
5.9 Governing Law. This Agreement shall be governed by the laws of the
State of New Hampshire. The parties hereto agree that any action brought by either party
to enforce the terms of this Agreement shall be filed in the Superior Court of
Hillsborough County, New Hampshire or the United States District Court of New
Hampshire, Concord Division.
5.10 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original and such counterparts shall constitute one and
the sarne instrument.
5.11 Agreement to Cooperate. In the event of any legal action instituted by a
third party or other governmental entity or official challenging the validity of any
provision of this Agreement, the Parties hereby agree to cooperate in defending that
action; provided, however, each Party shall retain the right to pursue its own independent
legal defense.
5.12 No Deemed Waiver. Failure of a Party to exercise any right under this
Agreement shall not be deemed a waiver of any such right and shall not affect the right of
that Party to exercise at some future time said right or any other right it may have under
this Agreement,
5.13 Severability. If any term or provision of this Agreement shall be judicially
determined to be void or of no effect, that determination shall not affect the validity of
the remaining terms and provisions of this Agreement. The Parties agree that if any
provision of this Agreement is judicially determined to be invalid because it is
inconsistent with a provision of state or federal law, this Agreement shall be amended to
the extent necessary to make it consistent with state or federal law and the balance of the
Agreement shall remain in full force and effect.
5.14 Authority. Each Party represents that it has undertaken all actions
necessary for approval of this Agreement, and that the person signing this Agreement has
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