2015-142 IT - Time Warner Cable Business Class Optical Access Service Agreement Renewal

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circumstances,then TWC may terminate this Agreement as to any or all of the Service,and may terminate any affected Service Orders, without liability by giving Customer thirty (30) days prior written notice (ninety (90) days if during the Initial Term) or any such shorter notice as is required by law or regulation applicable to such determination. 16. ENTIRE AGREEMENT. This Agreement,including without limitation the Cover Sheet and all terms that are incorporated herein by this reference, sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous written or oral agreements or representations between the parties with respect hereto. In the event that TWC permits a Customer to use its own standard purchase order form to order the Service, the parties hereby acknowledge and agree that the terms and conditions hereof shall prevail notwithstanding any variance with the terms and conditions of any purchase order submitted by Customer,and any different or additional terms contained in such purchase order shall have no force or effect. 17. MISCELLANEOUS. This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina, excluding its conflicts of law principles. In the event that any portion of this Agreement is held to be invalid or unenforceable,the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties set forth herein, and the remainder of this Agreement shall remain in full force and effect. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Customer may not assign this Agreement without the prior written consent of TWC,and any assignment in violation of this Section shall be null and void. TWC may assign its rights and obligations under this Agreement, including without limitation, in whole or in part,to any Time Warner Cable Inc. affiliated party without the prior written approval of or notice to Customer. All claims under this Agreement must be initiated not later than two years after the claim arose. There are no third party beneficiaries to this Agreement. Customer understands and agrees that,regardless of any such assignment,the rights and obligations of TWC herein may accrue to,or be fulfilled by, any TWC affiliate, including without limitation Road Runner HoldCo LLC, as well as by TWC and/or its subcontractors. The parties to this Agreement are independent contractors. Any notice under this Agreement shall be given in writing and shall be deemed to have been given when actually received by the other party. Notices shall be delivered to Customer and TWC at the respective addresses set forth above,or to such other address as is provided by one party to the other in writing. The provisions of Sections 6, 7, 9, 10, 11, 12 and 17 shall survive the termination or expiration of this Agreement. No modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by both parties. This Agreement may be executed in counterparts,each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Notwithstanding anything herein to the contrary, any party to this Agreement(and each employee, representative,or other agent of such party)may disclose to any and all persons,without limitation of any kind,the tax treatment and tax structure of the transaction and all materials of any kind (including opinions and other tax analyses)that are provided to the party relating to such tax treatment and tax structure. CUSTOMER: , TWC: By. [� 17 .... ;� By. Name: rJrnlil-e I-�Gmrnerr Name: �r Title: �/� .� Date:' Date: z< zO_4 App r technical content: Jim ort p Approved as to form and legal sufficiency: Cou Atto y This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: 4��e /0-&A A"', y✓TLreJ/ti finance Direct p),flubs 4467878_3.DOC TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL Error!Unknown document property name.