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Section 13. Assignments. Neither Party may assign or otherwise transfer this Agreement or its duties and obligations herein without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, OneCommunity will not be required to obtain the consent of the Village for any corporate reorganization, assignment or transfer of this Agreement or the rights herein granted to any affiliate, any purchaser of all or substantially all of the assets of OneCommunity, or any person with which or into which OneCommunity may merge or consolidate. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Section 14. Miscellaneous 14.1 Entire Agreement. This Agreement, together with all exhibits, notices, appendices and any jointly executed written supplements attached hereto or referenced herein, all of which are hereby incorporated by reference herein, represent the entire Agreement contemplated by the Parties with respect to the Work and the System, and supersede all prior oral or written agreements, representations, statements, negotiations, understandings, proposals, and undertakings with respect to the subject matter thereof; provided, however, that this Agreement does not affect the terrris and conditions of the IRU Agreement attached hereto as Exhibit 2. It is understood and agreed by the Parties that there are no verbal promises or implied promises, agreements, stipulations or other representations of any kind or character pertaining to the Work and the System between them other than as set forth herein and in the IRU Agreement. 14.2 Relationship oiF the Parties. Each Party is an independent contractor and neither Party is authorized to act as an agent for, or legal representative of, the other Party. Neither Party will have authority to make a contract, agreement, warranty, or representation on behalf of the other Party, or to assume or create any obligation, express or implied, on behalf of, in the name of, or binding upon, the other Party. The Parties agree that this Agreement does not create a fiduciary relationship between the Parties. 14.3 Notice. Any notice under this Agreement will be in writing and be delivered in person or by public or private courier service (including U.S. Postal Service Express Mail and Federal Express) or certified mail or by facsimile. Any notice given by certified mail will be sent with return receipt requested. Any notice given by facsimile will be verified by a facsimile confirmation. All notices will be addressed to the Parties at the following addresses or at such other addresses as the Farties may from time-to time direct in writing. If to OneCommunity: OneCommunity 800 West St. Clair Avenue - 2d Floor Cleveland, Ohio 44113 Attn: Rich Dugger Telephone: (440) 382-1212 Email: rdugger@onecommunity.org 14 As of 01/29/2009