COM 0695.000 2024-2026 - Laserfiche WebLink

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implementing regulations in connectio"n with this Agreement. Permittee will not receive Federal Financial Assistance that will benefit Owner under this Agreement. Notwithstanding anything herein to the contrary, in the event that Owner determines that the terms of this Agreement may result in receipt by Owner of Federal Financial Assistance, Owner reserves the right to terminate this Agreement immediately without prior notice. 11. Miscellaneous Provisions. a. Time of the Essence. Time is of the essence in respect of all provisions of this Agreement in which a definite time for performance is specified. b. Legal Action. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Hawai i. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in the Circuit Court of the State of Hawai i, in the Circuit in which the Property is located, or the U.S. District Court for the District of Hawai i, and each Party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding, and waives the right to assert that such court is an inconvenient forum. If legal action, declaratory or otherwise, is brought by either party for the determination of any controversy arising hereunder, the recovery of any payment due hereunder or because of the breach or threatened breach of any term, covenant, or provision hereof, the party prevailing in that action shall be entitled to recover from the party not prevailing, the costs of suit and reasonable attorneys' fees. C. Invalid Provisions. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision(s) were omitted. If a provision hereof is only partially enforceable, it shall be enforced to the fullest extent permissible. The section and/or paragraph headings in this Agreement are inserted only as a matter of convenience and in no way define, limit, or describe the scope or intent of this Agreement or any provisions hereof or in any way affect this Agreement. d. Waiver or Modification. Neither this Agreement nor any provision hereof may be waived, terminated, or rescinded except by a written instrument signed by the party charged with the alleged waiver, termination or rescission. Further, neither this Agreement nor any provision hereof may be amended or otherwise modified except by a written instrument signed by the parties to this Agreement. e. No Assignment. Permittee shall not assign, delegate or transfer any right or obligation under this Agreement. G Trustees Not Personally Liable. This instrument has been executed by or on behalf of the Trustees of the Estate of Bernice Pauahi Bishop in their fiduciary capacities as said Trustees, and not in their individual capacities. No personal liability or obligation under this instrument shall be imposed or.assessed against said Trustees in their individual capacities. g. Binding Effect. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and permitted assigns. [END OF EXHIBIT B]