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November 7, 2023 4 <br />2.5.2. Limits on Closing Date. The Closing Date shall not be modified without the <br />written approval of Credit Seller and Buyer. <br />2.6. Notice <br />2.6.1. Except as may be otherwise expressly provided for herein, all notices required or <br />permitted to be given under this Agreement shall be in writing and shall be <br />delivered or sent: (a) in person; (b) by U.S. Mail, postage prepaid and certified with <br />return receipt requested; or (c) by nationally recognized overnight delivery service, <br />prepaid, and addressed as set forth below. Either party may change its address by <br />notifying the other party in writing of the change of address. Notice shall be <br />deemed delivered immediately, if delivered in person, or within two days if sent by <br />any other means set forth in this Section 2.6. <br />2.6.2. If to Credit Seller: Mitigation Banking Services, LLC <br />PO BOX 354 <br />Kirkland, WA 98083 <br />2.6.3. If to Buyer: As provided in Section 2.2.2.1 above. <br />2.7. Miscellaneous <br />2.7.1. Effective date. The effective date of this Agreement shall be the earliest date by <br />which both Credit Seller and Buyer have executed this Agreement. <br />2.7.2. Assignment. Buyer’s rights under this Agreement shall not be assigned or <br />apportioned, either voluntarily or by operation of law, without the prior written <br />consent of Credit Seller, which shall be in Credit Seller’s reasonable discretion. <br />Subject to the foregoing limitation, this Agreement shall inure to the benefit of and <br />be binding upon the Parties’ respective successors and assigns. <br />2.7.3. Entire Agreement. This Agreement constitutes the entire agreement and <br />understanding between the Parties with respect to the purchase and sale of the <br />Project Mitigation Credits, and supersedes and replaces any prior agreements and <br />understandings, whether oral or written, between them with respect to said matters. <br />2.7.4. Confidentiality. This Agreement and its subject matter are not confidential. This <br />Agreement will be posted on the City of Everett’s public website. In addition, the <br />existence of this Agreement and the number of Project Mitigation Credits may be <br />disclosed to the permitting agency(ies) described in Section 2.2.2 above and the <br />Permitting Authorities.” <br />2.7.5. Time. Time is of the essence of this Agreement. <br />2.7.6. Governing Law. This Agreement shall be construed and interpreted in accordance <br />with the laws of the State of Washington. <br />2.7.7. Amendment. No change or modification of this Agreement shall be valid unless