remedies available for a breach of the Franchise Agreement, in addition to any other remedies the parties
may have under this Transfer Agreement at law or equity.
Section 10. MISCELLANEOUS PROVISIONS.
1. EFFECTIVE DATE. This Transfer Agreement shall be effective and binding upon the parties
hereto once it has been signed by all the parties hereto.
2. BINDING ACCEPTANCE. This Transfer Agreement shall bind and benefit the parties hereto
and their respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors
and assigns, and the promises and obligations herein shall survive the expiration date hereof. Any
purported assignment of this Transfer Agreement is void without the express written consent of
the parties hereto.
3. VOLUNTARY AGREEMENT. This Transfer Agreement is freely and voluntarily given by
each party, without any duress or coercion, and after each party has consulted with its counsel.
Each party has carefully and completely read all of the terms and provisions of this Transfer
Agreement. Neither any of the Companies, nor any of their affiliates, nor the County, will take
any action to challenge any provision of this Transfer Agreement; nor will they participate with
any other person or entity in any such challenge.
4. SEVERABILITY. If any term, condition or provision of this Transfer Agreement shall, to any
extent, be held to be invalid, preempted or unenforceable, the remainder hereof shall be valid in
all other respects and continue to be effective.
5. COUNTERPARTS. This Transfer Agreement may be executed in several counterparts, each of
which when so executed shall be deemed to be an original copy, and all of which together shall
constitute one agreement binding on all parties hereto, notwithstanding that all parties shall not
have signed the same counterpart.
6. CONFORMING AMENDMENTS TO FRANCHISE AGREEMENT. Pamassos agrees to
accept mutually agreed upon amendments to the Franchise Agreement to the extent necessary to
reflect the Proposed Transactions or the provisions of this Transfer Agreement.
7. GOVERNING LAW. This Transfer Agreement shall be deemed to be executed in Orange
County, Florida, and shall be governed and construed in all respects by the laws of the State of
Florida and applicable federal law.
8. CAPTIONS AND REFERENCES. The captions and headings of sections throughout this
Transfer Agreement are intended solely to facilitate reading and reference to the sections and
provisions of this Transfer Agreement. Such captions and headings shall not affect the meaning
or interpretation of this Transfer Agreement.
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