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this Agreement shall be waived, discharged, altered or modified in any respect, except by <br />an agreement in writing signed by both parties and specifically referring to this <br />Agreement. This Agreement is performable in Lamar County. Texas, and shall be <br />governed by, construed and enforced in accordance with the laws of the State of Texas. <br />The provisions of this Agreement shall apply to, bind and inure to the benefit of Paris <br />EDC and Campbell Soup and their respective successors. and permitted assigns. if any. <br />B. The terms and conditions of this Agreement are binding upon the successors and assigns <br />of all parties hereto. Neither this Agreement, nor any interest therein, shall be assigned <br />by Campbell Soup without the prior written consent of Paris EDC Board. <br />C. Venue for any actions arising under this Agreement shall lie exclusively in the courts of <br />Lamar County; Texas, for any state court action. and in the U.S. District Court for the <br />Eastern District of Texas for any Federal Court action. <br />D. All representations, warranties, covenants and agreements of the parties, as well as any <br />rights and benefits of the parties, pertaining to the transaction contemplated hereby shall <br />survive the original execution date of this Agreement. <br />E. Any notices required to be given hereunder shall be in writing and shall be deemed to be <br />duly delivered by mailing the same postage prepaid, by certified mail, return receipt <br />requested (or by overnight delivery service), to the parties at the addresses shown beneath <br />their signatures to this Agreement. Addresses may be changed by a party only by giving <br />written notice of such change to all other parties in accordance with this paragraph at <br />least five (5) days in advance of delivering the notice by mail, and at least one (1) day in <br />advance of delivering the notice by fax or e -mail. <br />EXECUTED on the _ day of 0,4c, br 2013 (herein called the <br />"Effective Date" of this Agreement). <br />ATTEST, <br />V I - <br />Vicki Ballard <br />Paris EDC Secretary -Tre surer <br />PARIS ECONOMIC DEVELOPMENT CORPORATION <br />B cX 1� <br />Rebecca Cli o <br />Paris EDC Board Ch an <br />A 25 Bonham St., Paris, TX 75460 <br />(903) 784 -6964 <br />parisedc@paristexasusa.com <br />