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Party, which consent shall not be unreasonably disposed of, withheld or delayed. <br /> Notwithstanding the foregoing, this Agreement may be sold, transferred or otherwise <br /> disposed of or assigned by LICENSEE without the approval or prior consent of IRC to <br /> any parent, successor, subsidiary or affiliated company of LICENSEE. <br /> ARTICLE 21 <br /> FAILURE TO ENFORCE PROVISIONS IS NOT A WAIVER <br /> The consent by a Party to any act by the other Party shall not be deemed to imply consent <br /> or to constitute the waiver of a breach of any Provision hereof or continuing waiver of any <br /> subsequent breach of the same or any other Provision, nor shall any custom or practice <br /> which may arise between the Parties in the administration of any part of the Provisions <br /> hereof be construed to waive or lessen the right of a Party to insist upon the performance <br /> by the other Party in strict accordance with the Provisions hereof. <br /> ARTICLE 22 <br /> SEVERABILITY <br /> In the event that any Provision of this Agreement shall be held unconscionable, <br /> unenforceable, or void for any reason by any tribunal of competent jurisdiction, it is agreed <br /> that the Provision in question shall be modified to eliminate the elements of concern to <br /> the tribunal and as modified shall be binding on the Parties hereto. The remaining <br /> Provisions shall not be affected by the action of any tribunal or modification of such <br /> Provision, and shall remain in full force and effect <br /> ARTICLE 23 <br /> FORCE MAJEURE <br /> In the event of any failure or delay resulting from a Force Majeure event, upon notice to <br /> the other Party within thirty (30) Business Days of occurrence of the event giving rise to <br /> the delay the time for performance hereunder shall be extended for a period of time <br /> reasonably necessary to overcome the effects of such delays. In the event any such <br /> failure or delay shall last for a period of more than one hundred eighty (180) Days, then <br /> either Party may terminate this Agreement forthwith, in whole or in part, by notice in writing <br /> to the other. <br /> [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] <br /> 28 <br />