(1) The Developer and NHRA each have the legal right, power and authority
to enter into this Agreement and to perform all of its obligations
hereunder.
{ii} The execution and delivery of this Agreement and the performance by the
Developer and NHRA of its obligations hereunder will not conflict with,
or result in a breach of, any of the terms, covenants and provisions of any
agreement or instrument to which the Developer and NHRA is a party or
by which the Developer and NHRA 1s bound.
(iii) =No consent, approval, waiver, authorization or novation is required to be
obtained by the Developer and NHRA from, and no notice or filing is
required to be given by the Developer and NHRA to, any governmental
entity or other person or entity in connection with the consummation of
the transactions contemplated hereby or the execution, delivery and
performance by the Developer and NHRA of this Agreement and each of
the documents to be executed by the Developer and NHRA pursuant to
this Agreement.
Hl. Amendment. The terms of this Agreement may be altered, amended, or changed
only by the mutual, written consent of the parties.
12. Entire Agreement. This Agreement contains the entire agreement between the City,
NHRA and Developer with respect to the subject matter herein and supersedes any earlier
agreements.
13. Law. This Agreement shall be interpreted in accordance with 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.
14. Notice. Any notice by one party to the other shal] be in writing, and shall be either
hand-delivered, sent via certified mail, return receipt requested, or by email (with confirmation of
receipt) at the addresses first set forth above unless otherwise provided in writing to the other party.
All notices to the City shall be directed to the Director of Economic Development, City of Nashua,
229 Main Street, Nashua, New Hampshire 03061-2019 and copies sent by email to the following
email address: legal@énashuanh.gov.
15. Counterparts. This Agreement may be executed in counterparts, which collectively
shall constitute one agreement. Executed copies of this Agreement shall have the same force and
effect as originals.
16. Disclaimer of Joint Venture. Partnership and Agency. This Agreement shall not be
interpreted or construed to create an association, joint venture, or partnership between Developer,
NHRA and City, or to impose any partnership obligation or liability upon the parties. Neither
