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entire agreement among the Parties with respect to the subject matter covered by this Agreement. <br /> There is no other collateral, oral or written agreement between the parties that in any manner <br /> relates to the subject matter of this Agreement. <br /> 3.2. The recitals to this Agreement are incorporated herein. <br /> 3.3. This Agreement may be amended by the mutual written agreement of all Parties. <br /> 3.4. Each Party has the full power and authority to enter into and perform this <br /> Agreement, and the person signing this Agreement on behalf of each Party has been properly <br /> authorized and empowered to sign this Agreement. The persons signing this Agreement hereby <br /> represent that they have authorization to sign on behalf of their respective Party. <br /> 3.5. This Agreement may be executed in any number of counterparts, each of which <br /> shall be deemed an original and constitute one and the same instrument. <br /> 3.6. No Party may assign, transfer, or otherwise convey this Agreement without <br /> the prior written consent of the other Parties. <br /> 3.7. Unless expressly stated otherwise, whenever the consent or the approval of a <br /> Party is required herein, such Party shall not unreasonably withhold, delay or deny such consent <br /> or approval. <br /> 3.8. Whenever a dispute or disagreement arises under the provisions of this <br /> Agreement, the Parties agree to enter into good faith negotiations to resolve such disputes. If <br /> the matter continues to remain unresolved, the Parties shall refer the matter to outside <br /> mediation, the costs of which shall be shared equally, prior to engaging in litigation (unless <br /> delaying the filing of a lawsuit might result in the lawsuit being barred, including but not limited <br /> to a bar by a statute of limitations). The provisions of this Subparagraph 3.8. shall survive <br /> termination. <br /> 3.9. Any of the representations,warranties, covenants, and obligations of the parties,as <br /> well as any rights and benefits of the Parties, pertaining to a period following the termination <br /> of this Agreement shall survive termination. <br /> 3.10. Each Party paying for the performance of governmental functions or services <br /> pursuant to this Agreement must make those payments from current revenues available to the <br /> paying Party or from funds otherwise lawfully available to the Party for use in the payment of the <br /> Party's obligations pursuant to this Agreement. <br /> 3.11. No Party shall be liable to any or all of the other Parties for any failure, <br /> delay, or interruption in the performance of any of the terms, covenants, or conditions of this <br /> Agreement due to causes beyond the Party's respective control or because of applicable law, <br /> including, but not limited to, pandemic, war, nuclear disaster, strikes, boycotts, labor disputes, <br /> embargoes, acts of God, acts of the public enemy, acts of superior governmental authority, <br /> floods, riots, rebellion, sabotage, terrorism, or any other circumstance for which a Party is <br /> Page 5 of 7 <br />