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however, that either Partymay assign Agreement,rcernent i the prior written consent f th ther
<br /> Party, whether by operation of law, merger or otherwise,to,any Affiliate, .Subsidiary, parent, or successor,
<br /> provided,further,that no such assignment shall release the assigning Party from its obligations under this
<br /> Agreement,, unle�s the other Party expressly releases the assigning Party in writ,ing.
<br /> The terra "Affiliate° ,shall mean any entity, fifty percent 5 or more cif which is owned, directly or
<br /> indirectly, or controlled by'NBWS.
<br /> W .
<br /> ENTIRE15.
<br /> .This Agreement represents the entire understendin and agreement between the
<br /> parties relating to the waste disposal and supersedes any and all prier agreements,whether written or
<br /> coral, between the parties regarding,the-same.
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<br /> EVENTS16.
<br /> P T AND REMEDIES.
<br /> A. N,BWS Events of Default. Each of the following shall constitute an "Event e " by NBWS:
<br /> S
<br /> (1), NBWS,, for itself and its Affiliates,,hall fail to accept from Teen the Acceptable Sold Waste NBWS
<br /> has committed to accept hereunder;
<br /> (2) NBWS,, for itself and its Affiliates,shall breach any material: representation,warranty,-covenant or
<br /> agreement under this Agreement or shall fail to timely perform any other material obligation under
<br /> this Agreement-- or-
<br /> (3)
<br /> (1) NBWS S shall be' or become bankrupt or male an arrangement with
<br /> -h- r forthe benefit of.its
<br /> creditors r consent to or acquiesce=in the appointment of a receiver,trustee or lip.uidater for a.
<br /> substantial part ofFis pr+pperty, or H) an involuntary hanlruptcy, winding up, reorga itization,
<br /> insolvenc arrangement or similar proceeding shall he instituted against NBWS under the laws of
<br /> -any jurisdiction, e hi-c-h proceeding has not been dismissed within ninety 9 days, oT iii any action
<br /> or answer shall he tal en.car filed by.NBWS approving of, consenting,to, or act-yiescing rn, any such
<br /> proceeding, or (iv) the levy of any distress, execution or-attachment upon the property of NBWS .
<br /> which shall mate-riany interfere with its performance hereunder, which remains in effect for ninety
<br /> (90).days after its levy.
<br /> Town Events of Default. Each of the following shall constitute an "Event oDefault' by Town
<br /> (1)
<br /> Town shall fail to pay amounts owed to NBWS or�properly dispute sa.rne under the terms of this
<br /> Agreement within thirty 3 days fallowing receipt of an invoice from NBWS therefor,
<br /> 2 Taman shall breach any material representation, warranty, covenant or agreement under this
<br /> Agreement or shall fail to timely per,arm*any other material obligation under this Agreement; or
<br /> (3) Town shall he or become bankrupt or snake an arrangement with or for the benefit of its
<br /> creditors or consenting to or acquiescing in the appointment of,a receiver,trustee or liquidator for
<br /> a substantial part of its property, or(H).a bankruptcy, winding up, reorganization, insolvency
<br /> WASTE DISPOSAL AGREEMENT EEMENT Page
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