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16 ' <br /> (c) No Breach of Law or Contract. Neither the execution and delivery of <br /> this Agreement nor the consummation of the transactions contemplated hereby, nor the <br /> fulfillment of or compliance with the terms and conditions of this Agreement, (i) to the <br /> best of the Party's knowledge, constitutes a violation of any provision of law, rule or <br /> regulation governing the Party, or (ii) results in a breach of the terms, conditions or <br /> provisions of any contract, lease or other agreement or any order, decree or judgment to <br /> which the Party is a party or by which the 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 <br /> that is pending or, to the best of the Party's knowledge after reasonable investigation, <br /> threatened with respect to (i) the Party's organization or existence, (ii) its authority to <br /> execute and deliver this Agreement or to comply with the terms of this Agreement, (iii) <br /> the validity or enforceability of this Agreement or the transactions contemplated hereby, <br /> (iv) the title of the Party officers who executed this Agreement, (v) any proceedings <br /> relating to the Party's authorization, execution, delivery or performance of this <br /> Agreement, or (vi) the undertaking of the transactions contemplated by this Agreement. <br /> To the best of the Party's knowledge, there is no reasonable basis existing for any such <br /> litigation. <br /> (e) No Misrepresentation. No representation, covenant or warranty by the <br /> Party in this Agreement is false or misleading in any material respect. <br /> ARTICLE IX <br /> Miscellaneous <br /> 9.01. Amendments. This Agreement may not be modified or amended unless <br /> such amendment is approved by all Parties, is in writing and is signed on behalf of all the <br /> Parties. <br /> 9.02. Definitions-. Rules of C'onstraction. All capitalized terms used in this <br /> Agreement and not otherwise defined shall have the meanings ascribed thereto in Exhibit <br /> A. This Agreement and its terms shall be construed using the rules of construction set <br /> forth in 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 /> (b) Any notice or other communication shall be deemed given (i) on <br /> the date delivered by hand or (ii) on the date it is received by mail, as evidenced by the <br /> 14 <br />