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DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED <br /> 40 <br /> hereby created. <br /> 10.3. Neither party shall be liable for any failure or delay in the performance of its <br /> obligations due to causes beyond the reasonable control of the party affected, including but not <br /> limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor <br /> shortages, act of any government affecting the terms hereof, accident, fire, explosion, flood, <br /> hurricane, severe weather or other act of God. Each party shall promptly notify the other party in <br /> the case of an event arising under this Section. <br /> 10.4. This Agreement constitutes the entire understanding of the parties with respect to <br /> its subject matter and supersedes all prior or contemporaneous written and oral agreements with <br /> respect to its subject matter. Except as provided expressly herein, this Agreement shall not be <br /> modified, amended, or in any way altered except in a written amendment executed by both of the <br /> parties. No waiver of any provision of this Agreement, or of any rights or obligations of any party <br /> hereunder, will be effective unless in writing and signed by the party waiving compliance. <br /> 10.5. Headings used in this Agreement are for convenience of reference only and shall <br /> not be deemed a part of this Agreement. <br /> 10.6. Neither party may assign this Agreement or any right hereunder without the prior <br /> written consent of the other party; provided however that Farragut may assign this Agreement to <br /> the acquirer of all or substantially all of its business, so long as such acquirer agrees in writing to <br /> be bound by the terms of this Agreement and notice is provided to County within ten (10) days of <br /> such transfer of any new entity, address and/or contact(s). Any attempted assignment not <br /> authorized herein shall be null and void. <br /> 10.7. All notices required or permitted hereunder shall be in writing, delivered personally; <br /> by certified or registered mail, or by overnight delivery by an established national delivery service <br /> at the respective addresses first set forth above. Notices to Farragut shall be sent to the attention <br /> of Vice President of Local Gov Solutions or to such other person designated by Farragut in a written <br /> notice to County. Notices to County shall be sent to the attention of or <br /> to such other person designated by County in a written notice to Farragut. All notices shall be <br /> deemed effective upon personal delivery or when received if sent by certified or registered mail or <br /> by overnight delivery. <br /> IN WITNESS THEREOF, the parties have caused this Agreement to be signed and delivered by <br /> its duly authorized officer or representative. <br /> ORANGE COUNTY FARRAGUT SYSTEMS, INC. <br /> By: By: <br /> Name: Name: Sanjay Chouhan <br /> Title: Title: Vice President, Engineering <br /> Date: Date: <br /> Page 5 <br />