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Section 3.03. Uncontrollable Circumstances. In this Contract, "Uncontrollable
<br />Circumstance" means any act, event, or condition beyond the control of a party that prevents the
<br />party from performing any obligation under this Contract. Neither party will be liable to the other
<br />for any failure or delay in performance of an obligation under this Contract that results directly
<br />from an Uncontrollable Circumstance. An act, event or condition is not beyond the reasonable
<br />control of a party if it is a result of any willful or negligent act, error or omission or failure to
<br />exercise reasonable diligence on the part of the party. The party experiencing an Uncontrollable
<br />Circumstance will notify the other party within five days of the occurrence of the Uncontrollable
<br />Circumstance and give a specific description of the Uncontrollable Circumstance, including the
<br />impact on the party's obligations under the Contract.
<br />Section 3.04. Independent Contractors. Nothing in this Contract will be construed as
<br />creating any form of partnership or joint venture relationship between the parties. The parties are
<br />independent contractors with respect to each other.
<br />Section 3.05. Indemnity. The Buyer will hold harmless, indemnify and defend the Seller
<br />and its employees, agents, officers and servants from any and all lawsuits, claims, demands and
<br />causes of action of any kind arising from the negligent or intentional acts, errors or omissions of
<br />the Buyer, its officers, employees or agents relating to this Contract. This will include, but not be
<br />limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal fees, and all
<br />other expenses incurred by the Seller arising in favor of any party, including the amounts of any
<br />damages or awards resulting from claims, demands and causes of action for personal injuries, death
<br />or damages to property.
<br />Section 3.06. Assignment. This Contract will inure to the benefit of, and be binding upon,
<br />the successors and permitted assigns of the parties. Except as provided elsewhere herein, neither
<br />party may assign any of its rights or duties under this Contract without the written consent of the
<br />other parry. The Buyer may, with prior written notice to the Seller, 1) assign or otherwise transfer
<br />its rights and obligations under this Contract to an entity acquiring the Facility that will continue
<br />the operation of the Facility in the manner contemplated in this Contract, or 2) assign or otherwise
<br />transfer this Contract as collateral to secure loans providing financing or refinancing of the Facility.
<br />Section 3.07. Taxes. The Seller is responsible for the payment of all taxes that may be
<br />levied or assessed on its operations and activities under this Contract.
<br />Section 3.08. Amendments. This Contract may be amended only through a written
<br />amendment executed by the parties. The term "will" in this Contract is mandatory.
<br />Section 3.9. Governing Law and Venue. This Contract is governed by the laws of the
<br />State of Texas. Exclusive venue for any legal action under this Contract shall be in Hays County,
<br />Texas.
<br />Section 3.10. Severability. If any portion of this Contract is found by a court to be invalid
<br />or unenforceable for any reason, that portion of the Contract will be severed, and the rest of this
<br />Contract will continue in effect.
<br />Section 3.11. Order of Precedence. In the event of any conflict between the terms of this
<br />Contract and the terms of any attachment, exhibit or other document attached to or referred to in
<br />this Contract, the terms of this Contract will take precedence.
<br />Section 3.12. Nondiscrimination. In furnishing services and conducting activities under
<br />this Contract, and in employment practices for employees and subcontractors associated with the
<br />construction of the Supply Line, the Buyer will not discriminate on the basis of race, color, religion,
<br />sex, age, natural origin or disability.
<br />Section 3.13. Notice. All notices given under this Contract will be delivered personally,
<br />by certified mail, return receipt requested, or by confirmed electronic mail transmission, by
<br />overnight mail or by courier, to the following address for the respective party:
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