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<br />' No. G1.-77 <br /> <br />5. tor. C. C. Loyal shall in all respects be <br />considered as Grace's representative hereunder and shall act <br />on Grace's behalf with respect to the approvals by Grace <br />provided for hereunder. In the event of C. C. Legal's absence <br />~~~~.) , <br />or incapacity, G 1 ~~~ ~~~ ~_ shall ac L- as Grace s <br />representative instead. <br />6. ].t is expressly agreed that 3R is and shall act as <br />independent coritr.actor and shall have no authority to act for <br />or on behalf of Grace or to bind Grace to any contract or in <br />any other manner without the prior er,press written approval of <br />Grace. Not}ring herein contained shall be construed to create <br />a partnership, joint venture, or association of any kind, nor <br />shall 3R and its officers and employees be considered as <br />employees of Grace. <br />7. Except that Grace may, at any time at its own <br />election, assign any interest it has in this Agreement to any <br />related corporation or other entity, this Ayreement or any <br />interest shall not be assignable by either party hereto without <br />the prior written consent of the other party hereto. 3R shall <br />obtain Grace's prior written approval as to any subcontracting <br />desired by 3R. In the event such approval i.s granted by Grace <br />for subcontracting by 3R, 3R shall obtain the written agreement <br />of any such subcont-ractor (and such subcontractor of his <br />personnel) to adhere to and he bound by the obligations of 3R <br />hereunder that are not clearly inapplicable, and in particular <br />the provisions of Article 9 hereof. <br />II. 3R hereby agrees to perform its obligations under <br />this Agreement in a prudent, workmanliY.e, timely and efficient <br />manner, minimizing costs and expenses Lo Grace to the fullest <br />extent practicable. <br />9. Except that Grace may at its sole discretion <br />terminate this Agreement at any time upon ten (10) clays prior <br />Page Three of Nine <br />