|
reference. If there is a conflict between the terms of this Agreement and the terms of
<br /> an exhibit hereto, including the Service Order, the terms of the Agreement will govern
<br /> and control, unless the Service Order or other applicable exhibit expressly states that
<br /> a specific provision of this Agreement is superseded by a specific provision of the
<br /> Service Order or such exhibit.
<br /> 11.6. Amendment. Except as otherwise expressly provided herein, this Agreement
<br /> may not be amended or supplemented, nor any of the provisions hereof waived,
<br /> except by a written instrument signed by each of the Parties.
<br /> 11.7. Contract Modifications for Legal Events. If (a) the Parties agree that this
<br /> Agreement or any material provision of this Agreement is likely to violate any
<br /> applicable Local, state, or federal law, rule, or regulation, either on its face or as a
<br /> result of judicial, administrative, or a regulatory agency interpretation, or (b) in the
<br /> opinion of legal counsel selected by 98point6, this Agreement or any material provision
<br /> of this Agreement is likely to materially violate any such taw, rule, or regulation, then
<br /> the Parties shall immediately enter into good faith negotiations to amend this
<br /> Agreement so that it wilt not be likely to materially violate any such law, rule, or
<br /> regulation in the future and otherwise maintain as closely as possible the relative legal
<br /> and economic positions of the Parties. If a court of competent jurisdiction or
<br /> regulatory agency compels or requires a Party hereto to refrain from performing this
<br /> Agreement or any provision hereof, or a Party's performance hereunder directly
<br /> violates any court or regulatory or administrative body order directed at such Party,
<br /> then, to the extent necessary to comply with such court or regulatory or
<br /> administrative body order, this Agreement or the applicable provision hereof shall be
<br /> deemed suspended. In no event shalt such suspension be construed to relieve either
<br /> Party's obligation under this Section 11.7 and the Parties wilt immediately commence
<br /> good faith negotiations to amend this Agreement so that it will not materially violate
<br /> the applicable order and otherwise maintain, as closely as possible, the relative legal
<br /> and economic positions of the Parties.
<br /> 11.8. Waiver. The failure of any Party to give notice of non-performance, breach, or
<br /> termination, or to otherwise enforce any rights hereunder, shall not constitute a
<br /> waiver of any terms or conditions of this Agreement. Further, a waiver by any Party of
<br /> any requirement of this Agreement shall not be construed as a continuing waiver, a
<br /> waiver of any other requirement, or a waiver of any right or remedy otherwise
<br /> available.
<br /> 11.9. interpretation; Language. Each Party acknowledges that, in accepting this
<br /> Agreement, it has had the opportunity to seek advice as to its legal rights from legal
<br /> counsel and that it has read and understood all of the terms and conditions set forth in
<br /> this Agreement. As such, no ambiguity found to exist in the language of this Agreement
<br /> will be construed against either Party based upon a claim that the other Party drafted
<br /> the ambiguous language. Also, this Agreement is in the English language, which
<br /> language will be controlling, even if interpretations of this Agreement in other
<br /> languages are made. The titles, captions, and headings contained in this Agreement
<br /> are inserted only as a matter of convenience or for reference and will not be used to
<br /> construe or interpret this Agreement. The word "or" is not exclusive, and the words
<br /> "include," "includes," and "including" shall be deemed to be followed by the phrase
<br /> "without limitation." The word "will" shall be construed to have the same meaning
<br /> and effect as the word "shalt." Whenever required by context, a singular term will
<br /> include the plural, the plural term will include the singular, and the gender of any
<br /> pronoun will include all genders.
<br /> Subscription Agreement 16
<br /> 20190227.v10.1
<br />
|