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Case 1:20-bk-12043 Doc 454-1 Filed 10/06/20 Entered 10/06/20 15:40:33 Desc <br /> Exhibit A Page 11 of 31 <br /> negotiations, and discussions,whether oral or written, ofthe Parties pertaining to the subject matter <br /> hereof. <br /> Section 7.6 Parties in Interest. This Agreement shall be binding on, and inure to the <br /> benefit of, the Parties and their respective successors and assigns.Notwithstanding anything to the <br /> contrary contained herein, nothing in this Agreement, expressed or implied, is intended to confer <br /> on any person orentity other than the Parties and their respective successors and assigns,any rights, <br /> remedies, obligations, or liabilities under or by reason of this Agreement(other than those rights of <br /> the Indemnitees provided herein). <br /> Section 7.7 Amendment. This Agreement may be amended only by an instrument in <br /> writing executed by the Patties expressly identifying it as an amendment or modification. <br /> Section 7.8 Waiver;Rights Cumulative. Any of the terms, covenants, representations, <br /> warranties, or conditions hereof may be waived only by a written instrument executed by or on <br /> behalf of the Party waiving compliance. No course of dealing on the part of either Party, or its <br /> respective officers,employees, agents,or representatives, nor any failure by either Party to exercise <br /> any of its rights under this Agreement shall operate as a waiver thereof or affect in any way the <br /> right of such Party at a later time to enforce the performance of such provision. No waiver by either <br /> Party of any condition, or any breach of any term, covenant, representation, or warranty contained <br /> in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or <br /> continuing waiver of any such condition or breach or a waiver of any other condition or of any <br /> breach of any other term, covenant,representation,or warranty. The rights of the Parties under this <br /> Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not <br /> preclude the exercise of any other right. <br /> Section 7.9 Governing Law; Jurisdiction; Venue; Jury Waiver. THIS AGREEMENT <br /> AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED AND <br /> CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WEST VIRGINIA, <br /> EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER <br /> CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION. <br /> THE PARTIES HERETO CONSENT TO THE EXERCISE OF JURISDICTION BY THE <br /> COURTS OF THE STATE OF WEST VIRGINIA, OR IF IT HAS OR CAN ACQUIRE <br /> JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE NORTHERN <br /> DISTRICT OF WEST VIRGINIA, FOR ANY DISPUTE. EACH PARTY HERETO WAIVES, <br /> TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY <br /> HAVE TO ATRIAL BY JURY IN RESPECT OF ANY DISPUTE. <br /> Section 7.10 Severability. If any term or other provision of this Agreement is invalid, <br /> illegal, or incapable of being enforced by any rule of law or public policy, all other conditions and <br /> provisions of this Agreement shall nevertheless remain in full force and effect so long as the <br /> economic or legal substance of the transactions contemplated hereby is not affected in any adverse <br /> manner to either Party. Upon such determination that any term or other provision is invalid, illegal, <br /> or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement <br /> 10 <br />