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5. This Agreement may be terminated by either party for any reason or no reason <br /> on ninety (90) days' written notice to the other. No such termination shall.affect any obligation <br /> of indemnification that may have arisen hereunder prior to such termination or otherwise as <br /> provided by law. <br /> 6. No Member shall assign or transfer any of its rights or interests in or to this <br /> Agreement, or delegate any of its obligations hereunder, without the prior written consent of <br /> the other Members. <br /> 7. if any provision of this Agreement is held by a court of competent jurisdiction to <br /> be invalid, illegal or unenforceable, or if any such term is so held when applied to any particular <br /> circumstance, such invalidity, illegality or unenforceability shall not affect any other provision of <br /> this Agreement, or affect the application of such provision to any other circumstances, and this <br /> Agreement shall be construed and enforced as if such,invalid, illegal or unenforceable provision <br /> were not contained herein. <br /> 8. The obligations and conditions set forth in this Agreement may be waived only by. <br /> a writing signed by the party waiving such obligation or condition. Forbearance or indulgence by <br /> a party shall not, be construed as a waiver, nor limit the remedies that would otherwise be <br /> available to that party under this Agreement or applicable law. 'No waiver of any breach or <br /> default shall constitute or be deemed evidence of a waiver of any subsequent breach or default. <br /> 9. This Agreement shall be governed by and construed in accordance with the <br /> substantive law of the Commonwealth of Massachusetts, without regard to the conflicts of law <br /> provisions thereof. <br /> 10. Any notice permitted or required hereunder to be given or served on either party <br /> by the other shall be in writing signed in the name of or on behalf of the party giving or serving <br /> the same. Notice shall be deemed to have been received at the time of actual receipt of any <br /> hand delivery or three (3) business days after the date of any properly addressed notice sent by <br /> mail to the following. <br /> 11. This Agreement constitutes the entire agreement between the parties concerning <br /> the subject matter hereof, superseding all prior agreements and understandings. There are no <br /> other agreements or understandings between the parties concerning the subject matter hereof. <br /> Each party acknowledges that it has not relied on any representations by the other party or by <br /> anyone acting or purporting to act for the other party or for whose actions the other party is <br /> responsible, other than the express, written representations set forth herein. <br /> 12. Each member shall notify the other Member in writing and, keep the other <br /> Members informed of the changed names and titles of its.official or officials responsible for the <br /> implementation of the terms of this Agreement. <br /> 20180293 weights and measures services intermunicipal agreement 2 5 <br />