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to matters exclusively controlled by the Constitution and statutes of the United States of <br />America. This Agreement is subject to all valid applicable federal, state, and local laws, <br />ordinances, rules, and regulations of duly constituted regulatory authorities having jurisdiction. <br />13.2 This Agreement and all obligations hereunder, are expressly conditioned upon <br />obtaining approval or authorization or acceptance for filing by any regulatory body, whose <br />approval, authorization or acceptance for filing is required by law. Both Parties hereby agree to <br />support the approval of this Agreement before such regulatory authority and to provide such <br />documents, information, and opinions as may be reasonably required or requested by either Party <br />in the course of approval proceedings. <br />13.3 In the event that a regulatory authority having jurisdiction over the Parties orders <br />a change in the terms of this Agreement, the Parties agree to negotiate in good faith a <br />replacement term that will most nearly accomplish the purpose and intent of the original term <br />consistent with the regulatory order. If the Parties cannot reach an agreement over the new term, <br />and if the old term is an essential provision of this Agreement, either Party may elect to terminate <br />this Agreement, by providing notice of such election to the other upon sixty (60) days prior <br />written notice to the other Party. An election to terminate under this provision shall not affect <br />either Party's duty to perform prior to the effective date of termination. <br />13.4 In the event any part of this Agreement is declared invalid by a court of <br />competent jurisdiction, the remainder of said Agreement shall remain in full force and effect and <br />shall constitute a binding agreement between the Parties provided, however, that if either Party <br />determines, in its sole discretion, that there is a material change in this Agreement by reason of <br />any provision or application being finally determined to be invalid, illegal, or unenforceable, that <br />Party may terminate this Agreement upon sixty (60) days prior written notice to the other Party. <br />An election to terminate under this provision shall not affect either Party's duty to perform prior <br />to the effective date of termination. <br />ARTICLE XIV — DEFAULT AND FORCE MAJEURE <br />14.1 Neither Party shall be considered in default with respect to any obligation <br />hereunder, other than the payment of money, if prevented from fulfilling such obligations by <br />reason of any cause beyond its reasonable control, including, but not limited to, outages or <br />interruptions due to weather, accidents, equipment failures or threat of failure, strikes, civil <br />unrest, injunctions, or order of governmental authority having jurisdiction. If performance by <br />either Party has been prevented by such event, the affected Party shall promptly and diligently <br />attempt to remove the cause of its failure to perform, except that neither Party shall be obligated <br />to agree to any quick settlement of any strike or labor disturbance, which, in the affected Party's <br />opinion, may be inadvisable or detrimental, or to appeal from any administrative or judicial <br />ruling. <br />ARTICLE XV - TERMINATION ON DEFAULT <br />15.1 Should either of the Parties hereto violate any material provisions of this <br />Agreement, the other Party shall give written notice to the violating Party specifying the <br />LCRA TSC — San Marcos Electric Utility Page 11 of 39 <br />