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Section 8 . 2 Representations and Warranties of Parties . The Parties represent and warrant to each other that upon execution of this Agreement : (A) each Party is duly organized and existing and in good standing under the laws of the state of their creation; (B) the Parties have the power and authority to enter into this Agreement and to carry out their respective obligations hereunder; (C) the Parties have taken all legal actions necessary to authorize them to enter into and perform their respective obligations hereunder; (D) entering into and performing this Agreement does not violate any statute , rule , regulation, order, writ, injunction, or decree of any court, administrative agency, or governmental body or violate any agreement by which a Party is bound ; (E) this Agreement has been duly entered into by the Party and constitutes a legal , valid, and binding obligation of the Party ; (F) there is no litigation or proceeding pending or threatened against a Parry which could materially or adversely affect the performance of this Agreement; and (G) the Parties have obtained all permits and approvals as may be required to authorize their respective performance of the obligations of this Agreement . Except as expressly provided herein , the Parties make no representations or warranties and waive no rights or remedies . Section 8 .3 Miscellaneous . A . Assignment. This Agreement shall not be assigned by either Party without the prior express written consent of the other Party , which shall not be unreasonably withheld . Notwithstanding the above, Company may assign the Agreement to an affiliate company or to a trustee or lender in connection with the financing or refinancing of the Facility, without obtaining the District ' s prior approval . A permitted assignment shall neither be effective nor relieve a Party of its obligations under this Agreement unless this Agreement shall have been assumed by the assignee . B . Relationship of the Parties ; Beneficiaries . 1 . This Agreement reflects an arms - length transaction . Nothing herein shall create a fiduciary, partnership , joint venture or employment or other agency relationship between the Parties . 2 . This Agreement is not entered into for the benefit of, nor are any rights granted to , any third party . 3 . It is recognized that the District will discharge some of its responsibilities through Contractors or Franchisees . The District shall be solely responsible for executing any necessary contracts with Contractors and Franchisees . Any such contract shall be entered into by the District as an independent contractor and not as a representative of Company. 33