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b. Automatically, if the parties are unable to agree on an equitable adjustment under Section 6 . 5 of this Agreement; c. By any party if another materially defaults in its performance of this Agreement and such default continues without cure for a period of sixty days after the terminating party provides written notice to the defaulting party specifying the nature of the default ; d . By any party , at its option , if any court, or governmental or regulatory agency issues to another party an order or finding of impairment or insolvency , or an order to cease and desist from writing business . The party receiving notice of an order or finding must provide the others written notice within two business days of receipt ; ee By any party if another party : ( i ) makes an assignment for the benefit of creditors ; ( ii ) has a petition filed ( whether voluntary or involuntary ) under Title I 1 of the United States Code, or any other similar statute now or hereafter in effect; ( iii ) has a receiver, custodian , conservator, or trustee appointed with respect to all or a substantial part of its property ; or ( iv ) has a proceeding commenced against it which substantially impairs performance hereunder; or L By Caremark , immediately on written notice to Member County or Customer, if ( i ) either fails to comply with the provisions of Section 3 . 1 of this Agreement, or ( ii ) Caremark determines, in its sole discretion that Member County or Customer ' s program may not fully comply with all applicable Laws . 7 .3 Effect of Termination and Survival . Sections 4, 5 and 6 of this Agreement , and obligations arising under this Agreement prior to the effective date of any termination , will survive termination . 8. NOTICES. All notices under this Agreement must be in writing , delivered in person, sent by certified mail , delivered by air courier, or transmitted by facsimile and confirmed in writing ( by air courier or certified mail ) to a party at the facsimile number and address shown in this Agreement. A party may notify the other party of any changes in the listed address or facsimile number in accordance with the provisions of this Section . All notices are effective upon receipt . Notices to Caremark must be addressed as follows : Vice President, Client Contract Services Caremark Inc . 2211 Sanders Road , NBT9 Northbrook , IL 60062 Fax No . : 847 -5594302 With a copy to : Managing Counsel , Client and Account Services Caremark Inc . 2211 Sanders Road, NBT9 Northbrook , 1L 60062 Fax No . : 847 - 559-4879 Notices to Customer must be addressed as follows : National Association of Counties 440 First Street, NW Washington , DC 20001 Attn : Mr. Andrew Goldschmidt, Director, Membership Marketing NACo k3 - t2 -doe ( 02i24 /2006 ) IRaClaiml PaL'e 8 of 29 This document contains proprietary information of Caremark. and may not he used for any purpose other than to evaluate entering Into a relationship with Caremark , nor may it he duplicated or disclosed to others for any purpose