207-13 License Transfer Agreement-WO-NY DOITT - 10-21-13.pdf

21. Governing Law: This Agreement will be governed by the laws of the state of New York, without giving effect to the conflict of law provisions of that State. 22. Interpretation: All headings used in this Agreement are for convenience of reference only and willnot be deemed to have any substantive effect. Notwithstanding any law or rule of contract interpretation to the contrary, this Agreement will not be interpreted strictly for or against any Party. Each of the Parties certifies to the other thatit has reviewed this Agreement with, and is relying solely upon the advice of, its counsel, as to the negotiation, preparation, execution and delivery of this Agreement and as to the legal implications under this Agreement. In the event that any covenant, condition or other provision contained in this Agreement is held to be invalid, void or unlawful by any administrative agency or court of competent jurisdiction, that provision will be deemed severable from the remainder of this Agreement and will in no way affect, impair or invalidate any other covenant, condition or other provision, and the Parties will use their reasonable best efforts to make the covenant, condition or other provision valid and lawful if possible so as to preserve the rights and obligations of the Parties. 23. Amendment: This Agreement, together with the attached Exhibits, constitutes the entire understanding and agreement between the Parties concerning the subject matter of this Agreement, superseding all prior oral or written agreements or understandings. This Agreement may not be changed, modified or altered except by an agreement in writing executed by the Parties. IN WITNESS WHEREOF, this Agreement will be effective as a binding agreement among the Parties upon being fully executed by the Parties indicated below and will remain in effect as an Agreement for the transfer of the FCC Authorization for 809/854.3125 MHz upon the terms and conditions provided in this Agreement. WEST ORANGE: Township of West Orange, New Jersey By:________________________________ Robert D. Parisi, Mayor ATTEST: By:___________________________________ Karen J. Carnevale, Municipal Clerk The CITY: City of New York, Department of Information Technology & Telecommunications By:_______________________________ Name: Title: Approved as to form: ________________________________________ Acting Corporation Counsel