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(3) National at an IRC Service Location, unless such loss or damage was caused by the acts or omissions of National or a National Agent. If National fails to comply with any of the provisions of this Article, National shall, without regard to Section 29.01, at its own cost, defend, indemnify and hold harmless IRC, its officers, agents, employees, assigns and successors in interest, from and against any and all liability, damages, losses, claims, demands, actions, causes of action, costs, including attorney's fees and expenses, or any of them, resulting from the death of or injury to any person or damage to any property to the extent that IRC would have been protected had National complied with all of the provisions of this Article. 31.05 Reporting Claims. National shall report immediately to the IRC Project Manager and confirm in writing any injury, loss, or damage incurred by National or its employees or Nationals in connection with the Services, or its receipt of notice of any claim by a third -party, or of any occurrence that might give rise to a claim. ARTICLE 32. MISCELLANEOUS PROVISIONS 32.01 Assignment. (1) Neither Party shall, without the prior written consent of the other Party, assign this Agreement or any amounts payable pursuant to this Agreement, except that IRC may assign this Agreement to an Affiliate or another entity or business unit of IRC or pursuant to a reorganization or Change in Control of IRC without such consent. Upon IRC's assignment of this Agreement to an Affiliate or another entity or business unit of IRC or pursuant to a reorganization or Change in Control of IRC, IRC shall be released from any obligation or liability under this Agreement. The consent of a Party to any assignment of this Agreement shall not constitute such Party's consent to further assignment. This Agreement shall be binding on the Parties and their respective successors and permitted assigns. Any assignment in contravention of this subsection shall be void. (2) In the event that IRC divests an (a) entity, (b) business unit or (c) service territory of IRC, including any group of AMR Meters, National shall, for the remainder of the Term after such divestiture, at IRC's request, continue to provide the Services through IRC under this Agreement for the benefit of such divested IRC entity, business unit or service territory at the Charges then in effect. 32.02 Notices. Except as otherwise specified in this Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgments, waivers and other communications required or permitted under this Agreement shall be in writing and delivered via certified mail or other priority mail verified by signature delivery to: 45