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52 <br /> valid and binding obligation of the Party, 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 /> Party, 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 Lidgation. 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 best 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 Misrepasatadan. No representation, covenant or warranty by the Party in <br /> this Agreement is false or misleading in any material respect. <br /> ARTICLE IX <br /> Miscellaneous <br /> 9.01. 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 />