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p+sightLabs DocuSign Envelope lD: E6745C80-3643-4199-E951-E2695AFFBBFB lnure to the benefit of the Parties heretq their helrs, legal representatives, successors a nd permitted assigns, Neither Party may assign its rights and obligatlons underthis MSA without the prior wrltten consent of the other Party. Notwithstanding the foregoing, thls MSA may be assigned by either Party to an entlty which ls an affiliate or subsidlary who is a successor ln interest in connectlon wlth a merge[ acquisitlon or consolidation, or to the purchaser In connection wlth the sale of all or substantlally all of its a$sets. Any assignment or transfer of thls Agreement in violation of this provlsion shall be null and void and of no force or effect, I2.7 No l4lglselllls"ldsdlfl{alistr The failure of either Party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either Party to exercise any option herein, shall not be construed as a walver of such provision or optlon and shall in no way affect that Party's right to enforce such provisions or exercise such option, 12.8 Severabllltv. ln the event any provision of this MSA is determined to be lnvalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this MSA (and each of the remaining terms and conditlons contalned hereln) shall remain in fullforce and effect. I2.9 Force M,alqure. Except with respect to failure to pay any amount due underthis MSA, nelther party shall be deemed to have breached this MSA lf lts delay or lts fallure to perform all or any part of its obligation hereunder result from flood, earthquake, flre, or other acts of God, or war, troplcal weather event, blizzard, strikes, slowdowns, labor unrest, riot, civil commotion, the publlc enerny, power fallure, computer processlng or data transmlsslon delays or dlfficultles, delays or difflculties ln obtalning supplles, materlals, or delays or difficulties relating to the performance of servlces provided by others, or other circumstances beyond reasonable control, or by reason of a Judgment. ruling, or order of any court, agency, or mmpetent jurisdictton, or change of law or regulation occurrlng subsequent to the signing of this MSA. I2.lO j.nlmlerpartt. This Agreement may be executed in two or more counterparts, each of which shall be an origlnal, but all of which together shall constitute one and the same lnstrument, The Parties agree to accept and be bound by facsimile, emall or PDF transmitted copies of this Agreement and its counterparts including facsimile, emait or PDF slgnatures of the Partles, 6':,35516v.4