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<br />Consents. Approvals and Discretion. Except as herein expressly provided to the <br /> <br />contrary. whenever in this Agreement any consent or approval is required to be given by either <br /> <br />party or either party must or may exercise discretion, the parties agree that such consent or <br /> <br />approval shall not be unreasonably withheld or delayed and such discretion shall be reasonably <br />exercised. <br /> <br />Legal Fees and Costs. In the event either party elects to incur legal expenses to enforce <br /> <br />or interpret any provision of this Agreement, the prevailing party will be entitled to recover such <br /> <br />legal expenses, including, without limitation, attorney's fees, costs and necessary disbursements. <br /> <br /> <br />in addition to any other relief to which such party shall be entitled. <br /> <br /> <br />Choice of Law and Venue. Whereas PEDC's and CHAMBER's principal place of <br /> <br /> <br />business, in regard at least only to this Agreement, and the location of the final act to effectuate <br /> <br /> <br />this Agreement is in the City of Paris, County of Lamar, State of Texas, this Agreement shall <br /> <br />be governed by and construed in accordance with the laws of such State, and the courts of such <br /> <br /> <br />County shall be the sole original jurisdiction and venue for any litigation, special proceedings <br /> <br /> <br />or other proceeding as between the parties that may be brought, or arise out of, in connection <br /> <br /> <br />with or by reason of this Agreement. <br />Benefit and Assignment. Subject to provisions herein to the contrary, this Agreement <br /> <br />shall inure to the benefit of and be binding upon the parties hereto and their respective legal <br /> <br />representatives, successors and assigns; provided, however, that no party may assign this <br /> <br />Agreement or any or all of its rights or obligations hereunder without the prior written consent <br /> <br />of the other parties. <br /> <br />Waiver of Breach. The waiver by any party of breach or violation of any provision of <br /> <br />Director of Economic DeveJooment of the PEDe and Chamber CEO. CONTRACT. Page 7 <br />