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constitutes a legal , valid , and binding obligation of the Party ; ( f) there is no litigation or proceeding pending or threatened against a Party 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 9 . 8 . 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 , Processor may assign the Agreement to an affiliate Processor 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 . Section 9 . 9 . Relationship of the Parties ; Beneficiaries ( a ) 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 . ( b ) This Agreement is not entered into for the benefit of, nor are any rights granted to , any third party . ( c ) It is recognized that the District will discharge some of its responsibilities through third party processors or franchisees . The District shall be solely responsible for executing any necessary contracts with processors and franchisees . Any such contract shall be entered into by the District as an independent contractor and not as a representative of Processor . ( d ) It is recognized that the Processor may discharge some of its responsibilities through subcontractors . The Processor shall be solely responsible for executing any necessary contracts with subcontractors . Any such contract shall be entered into by the Processor as an independent contractor and not as a representative of the District . Section 9 . 10 . Further Assurances Each Party agrees to execute and deliver any instruments and to perform any action that may be necessary or reasonably requested in order to give full effect to this Agreement . Each Party shall use all reasonable efforts to provide such information , execute such further instruments and documents, and take such action as may be reasonably requested by the other Party, not inconsistent with - 19 -