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' NEO I SO respect to the other party, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order in effect for a period of 30 consecutive days. (iii) The consent by the other party to the appointment of a conservator or receiver or liquidator in any insolvency, readjushnent of debt, marshalling of assets and liabilities or similar proceedings of or relating to the other party or of or relating to substantially all of its property; or the other party shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assigmnent for the benefit of its creditors, or voluntarily suspend payment of its obligations. Section 4.3. Effect of Termination. All obligations of the parties which arise prior to the termination of this Agreement under any Master Agreement, will ren7ain in effect notwithstanding the termination. Upon termination of this Agreement, the Governmental Entity must promptly return to NEOSO all written materials, manuals, forms and other similar materials received from NEOSO. Article V Dispute Resolution Section 5.1. Dispute Resolution bv Parties. Before NEOSO or the Governmental Entity may assert a claim for breach of this Agreement or any Offering Addendum in litigation, mediation, or arbitration, NEOSO or the Governmental Entity must notify the other party of the nature of the dispute and the relief which the first party seeks. (a) Resolution by Parties. In the event of a dispute between the parties relating to this Agreement or any Offering Addendum, the parties, through their representatives, will attempt to resolve the dispute for a period of at least 30 days. (b) Resolution by Parties' Executive Officers. If the parties are unable to resolve their dispute in the mamier provided in Section 5.1(a), either party may submit the matter for resolution to the Authorized Representative of the Governmental Entity and to NEOSO's Board of Directors. -7- Northeast Ohio Sourcing O(Iice I 5422 East 96ch St. Suite 150 I Y I 216•581.6200 I ? wVvw.ncoso.org Clcvcland, OH 44125 f ? 216.581.6213 I