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23 <br />valid and binding obligation of the Parry, enforceable in accordance with its terms, except to the <br />extent the same may be limited by the application of insolvency and similar general laws and by <br />the application of equitable principles. <br />(c) No Breach of Law or Contract Neither the execution and delivery of this <br />Agreement nor the consummation of the transactions contemplated hereby, nor the fulfillment of <br />or compliance with the terms and conditions of this Agreement, (i) to the best of the Party's <br />knowledge, constitutes a violation of any provision of law, rule or regulation governing the <br />Parry, or (ii) results in a breach of the terms, conditions or provisions of any contract, lease or <br />other agreement or any order, decree or judgment to which the Party is a party or by which the <br />Party is bound <br />(d) No Litigation. There is no litigation or any governmental administrative <br />proceeding to which the Party (or any official thereof in an official capacity) is a party that is <br />pending or, to the besi-of the Party's knowledge after reasonable investigation, threatened with <br />respect to (i) the Party's organization or existence, (ii) its authority to execute and deliver this <br />Agreement or to comply with the. terms of this Agreement, (iii) the validity or enforceability of <br />this Agreement or the transactions contemplated hereby, (iv) the title of the Party officers who <br />executed this Agreement, (v) any proceedings relating to the Party's authorization, execution, <br />delivery or performance of this Agreement, or (vi) the undertaking of the transactions <br />contemplated by this Agreement. To the best of the Party's knowledge, there is no reasonable <br />basis existing for any such litigation. <br />(e) No Misrearesentation. No representation, covenant or warranty by the Party in <br />this Agreement is false or misleading in any material respect. <br />ARTICLE IX <br />9.01. Amendments, This Agreement may not be modified or amended unless such <br />amendment is approved by all Parties, is in writing and is signed on behalf of all the Parties. <br />9.02. Definitions: Rules of Construction. All capitalized terms used in this <br />Agreement and not otherwise defined shall have the meanings ascribed thereto in Exhibit A. <br />This Agreement. and its terms shall be construed using the rules of construction set forth in <br />Exhibit B. <br />9.03. Notices, <br />(a) Any notice or other communication required or permitted - by this <br />Agreement must be in writing. <br />