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agrees that, if and to the extent that the foregoing representations and warranties are breached at <br />any time, such breach irrebuttably will be deemed to be a material breach of this Agreement. If <br />the Insurers' Releasees, or any one of them, seek remedies under this Agreement for such a <br />material breach of this Agreement or arising out of the City of Everett's actual or alleged failure <br />to comply with any obligation under the Medicare Secondary Payor Statutes, then the Insurers <br />shall be entitled to liquidated damage sums up to and equal to the Settlement Amount, which <br />liquidated damage sum shall be paid to the Insurers within 30 days. The Parties agree that this <br />liquidated damage sum is not a penalty but is reasonable given the inability of the Parties to predict <br />with certainty the amount of damages resulting from the City of Everett's material breach or alleged <br />breach. <br />X. NO ASSIGNMENT AND AGREEMENT NOT TO ASSIGN <br />A. The City of Everett represents and warrants that, as of the Effective Date, it has not <br />assigned any of its rights against any of the Insurers' Releasees arising from the GTS Site or the <br />VCP Claim to any Person. <br />B. The Parties each agree not to assign any of their rights under the Policies in <br />connection with the GTS Site or the VCP Claim, or to delegate any of their duties under this <br />Agreement without first obtaining all other Parties' written consent; provided, however, that this <br />provision will not prohibit any assignment by any Party due to purchase, sale, merger, <br />consolidation, operation of law or to a Person who succeeds to all or substantially all of such Party's <br />assets. Subject to the foregoing, this Agreement will extend to and be binding upon the successors <br />and assigns of the Parties. <br />XI. CONSTRUCTION OF THE AGREEMENT; MISCELLANEOUS <br />A. No Admission. This Agreement is the result of a compromised settlement of <br />