23.
24,
may affect the terms of the termination process, particularly if funds have been committed to or
received by Fiscal Agent on behalf of Sponsored Organization but not yet fully expended. Upon
termination of this Agreement, so long as there is another nonprofit corporation which is (i) tax
exempt under IRC Section 501(c)(3), (ii) not classified as a private foundation under IRC Section
509(a), Git) willing and able to sponsor the Project, and (iv) otherwise satisfactory to Fiscal Agent
and Sponsored Organization (a “Successor”), the balance of assets held by Fiscal Agent in its
restricted fund for the Project together with any other tangible and intangible assets held or
liabilities incurred by Fiscal Agent in connection with the Project shall be transferred to
Successor as soon as practicable after provision of the above notice. Sponsored Organization shall
be eligible to be a Successor itself so long as Sponsored Organization has received a
determination letter from the Internal Revenue Service indicating that Sponsored Organization
meets the qualifications to be an IRC Section 501(c)(3) organization and is not classified as a
private foundation under IRC Section 509(a). If no Successor is found within 60 days of such
written notice, Fiscal Agent may dispose of the Project assets and liabilities in any manner
consistent with applicable tax and charitable trust laws.
This Agreement shall be governed exclusively by the laws of the State of New Hampshire and
any claim or action brought relating to this Agreement or referable in anyway shall be brought in
Hillsborough County (New Hampshire) Superior Court Southern Judicial District or in the New
Hampshire 9th Circuit Court-—Nashua and not elsewhere.
This Agreement shall not be assigned in whole in part by either party without the express prior
written consent fo the other party. This Agreement shall be binding upon, and shall inure to the
benefit of, the parties and their respective successors and assigns. This Agreement may not be
amended, supplemented or modified except by an instrument in writing signed by both parties.
This Agreement may be executed in counterparts, each of which when so executed shall be
deemed to be an original, and such counterparts shall together constitute one and the same
instrument.
In witness whereof, the parties hereto have executed this agreement on the day and year first written
above.
Accepted for City of Nashua (The “Sponsored Organization’):
James W. Donchess, Mayor
