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representations, covenants, or understandings of any kind, manner, or description whatsoever by either party to the
<br />other except as expressly set forth in this Agreement.
<br />12.2 No Waiver. Failure by either party to insist upon or enforce strict performance of any provision of
<br />this Agreement or to exercise any rights or remedies under this Agreement will not be construed or deemed as a
<br />waiver or relinquishment to any extent of such party's right to assert or rely upon any such provisions, rights, or
<br />remedies in that or any other instance; rather, the same will be and will remain in full force and effect. Any waiver
<br />by either party of its rights under this Agreement must be in writing and signed by a duly authorized representative
<br />of the waiving party.
<br />12.3 Assignment. This Agreement shall inure to the benefit of, and be binding upon, any successor to
<br />NuPark whether by merger or operation of law. Except for this limited right of assignment, neither party shall
<br />assign this Agreement or any right or interest under this Agreement, nor delegate any work or obligation to be
<br />performed under this Agreement, without the other party's prior written consent, which consent will not be
<br />unreasonably withheld. Subject to the foregoing, this Agreement and any rights, interests, or benefits shall be fully
<br />binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and
<br />permitted assigns. Any attempted assignment in violation of the provisions of this Section shall be void and
<br />ineffective.
<br />12.4 Compliance With Law. Each party agrees that all of its obligations contained in this Agreement
<br />and any action taken by it pursuant to this Agreement shall be performed in accordance with all applicable federal,
<br />state, local, and foreign laws, statutes, rules, regulations, and ordinances, including all export restrictions. Without
<br />limiting the generality of the foregoing, Customer expressly agrees that it shall not, and shall cause its
<br />representatives to agree not to, export, directly or indirectly, re-export, divert, or transfer the NuPark System or any
<br />component thereof to any destination, company, or person restricted or prohibited by U.S. Export Administration
<br />regulations.
<br />12.5 Construction. The language of all parts of this Agreement will in all cases be construed as a
<br />whole, according to its fair meaning, and not strictly for or against either of the parties. Headings of paragraphs
<br />herein are for convenience of reference only and are without substantive significance.
<br />12.6 Severability. In the event that any provision of this Agreement conflicts with the law under which
<br />this Agreement is to be construed or if any such provision is held illegal, invalid, or unenforceable by a court of
<br />competent jurisdiction (a) such provision shall be deemed to be restated to reflect as nearly as possible the original
<br />intentions of the parties in accordance with applicable law, and (b) the remaining terns, provisions, covenants and
<br />restrictions of this Agreement shall remain in full force and effect.
<br />12.7 Relationship of Parties. The parties hereto expressly understand and agree that each party is an
<br />independent contractor in the performance of each and every part of this Agreement and is solely responsible for all
<br />of its employees and agents and its labor costs and expenses arising in connection therewith. Further, neither party,
<br />by virtue of this Agreement, will have any right, power, or authority to act or create any obligation, expressed or
<br />implied, on behalf of the other party.
<br />12.8 No Third Party Beneficiaries. This Agreement is made for the benefit of NuPark and Customer
<br />and not for the benefit of any third parties.
<br />12.9 Notices. All notices or other communications required or permitted to be made or given hereunder
<br />by one party to the other party shall be in writing and shall be deemed to have been given: (a) when hand delivered;
<br />(b) on the third (3rd) business day after the day of deposit in the United States mail when sent by certified mail,
<br />postage prepaid and return receipt requested; or (c) on the next business day after the day of deposit with reputable
<br />overnight delivery service. Such notices shall be sent to the address set forth below, or at such other addresses as
<br />may hereafter be furnished in writing by either party to the other party specifically as the party's replacement
<br />address for notice under this Agreement. The foregoing shall apply regardless of whether such notice is accepted or
<br />unclaimed.
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