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Florida Statutes (except to the extent that Company's policies of insurance cover amounts in excess of limitations provided in F.S. 768.28(5)); the Company's total aggregate liability under or in connection with this Agreement shall be limited to the proceeds from the insurance policies provided by the Company hereunder. ARTICLE 8 - TAXES 8.1 Pricing hereunder does not include any federal, state, or local sales, use, property, excise, customs/duty or other similar taxes applicable to or imposed upon the equipment or Services. The District shall provide Company with a tax exemption certificate acceptable to all applicable taxing authorities. 8.2 The Company shall be responsible for any taxes assessed on the Company's assets. Company shall have no responsibility for any taxes that may be assessed on the Landfill, Landfill operations or the District Assets. The Parties shall cooperate, acting reasonably and in good faith, to minimize any taxes payable hereunder. ARTICLE 9 CERTAIN RESTRICTIONS 9.1 Non -Solicitation, Non -Hiring. During the Term, and for a period of one (1) year thereafter, neither Party will solicit the employment of, employ, any personnel of the other Party without such Party's prior written consent. 9.2 Limitation on Use of Evaporation Plant Equipment. Following the expiry of the Term, the District agrees not to sell, lease, or license the Evaporation Plant equipment to a competitor of Heartland's without Heartland's prior written consent. ARTICLE 10 - GENERAL TERMS 10.1 Any term, condition, covenant, or obligation in this Agreement that requires performance by a Parry subsequent to termination of this Agreement shall remain enforceable against such Party subsequent to such termination. 10.2 In the event that any provision of this Agreement shall, for any reason, be determined to be invalid, illegal, or unenforceable in any respect, the Parties hereto shall negotiate in good faith and agree to such amendments, modifications, or supplements of or to this Agreement or such other appropriate changes as shall, to the maximum extent practicable in light of such determination, implement and give effect to the intentions of the Parties as reflected herein and all other provisions of this Agreement shall, as so amended, modified, supplemented, or otherwise affected by such action, remain in full force and effect. 10.3 Dispute Resolution. (a) The Parties shall attempt to resolve any and all disputes to the mutual satisfaction of both Parties by good faith negotiations. Whenever a Party desires to initiate the Page 20 of 32