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8. The obligations and conditions set forth in this Agreement may be waived only by a <br /> writing signed by the Member waiving such obligation or condition. Forbearance or indulgence by a <br /> Member shall not be construed as a waiver,nor limit the remedies that would otherwise be available <br /> to that Member under this Agreement or applicable law.No waiver of any breach or default shall <br /> 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 Member <br /> by the other shall be in writing signed in the narne of or on behalf of the Member giving or serving <br /> the same.Notice shall be deemed to have been received at the time of actual receipt of any hand <br /> delivery or three(3)business days after the date of any properly addressed notice sent by mail to the <br /> following. <br /> 11. This Agreement constitutes the entire agreement between the Members <br /> concerning the subject matter hereof, superseding all prior agreements and understandings. <br /> There are no other agreements or understandings between the Members concerning the subject <br /> matter hereof. Each Member acknowledges that it has not relied on any representations by the <br /> other Member or by anyone acting or purporting to act for the other Member or for whose <br /> actions the other Member is responsible, other than the express, written representations set forth <br /> 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 /> r <br /> 13. In addition to'the remedies,power and authority which each Member has at law or <br /> under its ordinances, bylaws, rules or regulations the following remedies shall be available to each <br /> Member: <br /> a. If any Member fails to fulfill any material obligation or condition of this <br /> Agreement (either a "Defaulting Member"), the other Member has the right <br /> to suspend this Agreement by giving sixty (60) days' notice(a "Default <br /> Notice"), in writing, of their intent to do so (the "Default Notice Period"). <br /> Upon receipt of such notice,the Defaulting Member shall have the right to <br /> prevent suspension by curing the default within thirty (30) days and <br /> diligently and continuously pursuing such cure to completion within any <br /> additional time which may be necessary to affect such cure. Suspension shall not <br /> release any Member from its obligation to pay all bills or sums due prior to <br /> suspension, in accordance with this Agreement. <br /> b. Each Member reserves the right, either in law or equity, by suit, and complaint in <br /> the nature of specific performance or other proceeding,to enforce or compel <br /> performance of this Agreement.The remedies set forth in this Agreement are separate <br /> and cumulative, and the election of one does not preclude use of another. 5 <br />