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or performing this Agreement, the representing Party is not in violation of its charter or bylaws, or <br /> any law, regulation or agreement by which it is bound or to which it is subject; <br /> (b) That the execution, delivery and performance of this Agreement by such <br /> Party has been duly authorized by all requisite corporate action,that the signatories for such Party <br /> hereto are authorized to sign this Agreement, and that the joinder or consent of any other party, <br /> including a court or trustee or referee, is not necessary to make valid and effective the execution, <br /> delivery and performance of this Agreement by such Party. <br /> 22.2 CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS SET FORTH IN THIS <br /> AGREEMENT THE CITY MAKES NO WARRANTY, REPRESENTATION OR INDEMNITY, <br /> EXPRESS OR IMPLIED, WITH RESPECT TO THE DARK FIBER, THE FIBER SYSTEM, THE <br /> ASSOCIATED PROPERTY, ANY CITY FACILITIES OR ANY WORK PERFORMED UNDER <br /> THIS AGREEMENT, INCLUDING ANY AND ALL WARRANTIES OF DESIGN, <br /> MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR ARISING FROM A <br /> COURSE OF DEALING, USAGE OR TRADE, AND CUSTOMER HEREBY EXPRESSLY <br /> WAIVES AND DISCLAIMS ALL SUCH WARRANTIES, REPRESENTATIONS AND <br /> INDEMNITIES. THE WARRANTIES SET FORTH IN THIS AGREEMENT CONSTITUTE THE <br /> ONLY WARRANTIES MADE BY THE CITY TO CUSTOMER WITH RESPECT TO THIS <br /> AGREEMENT AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, <br /> STATUTORY, EXPRESS OR IMPLIED. For the avoidance of doubt, nothing contained in this <br /> Section 22.2 shall be in conflict with CITY'S responsibility to maintain the Fiber System as further <br /> described in Article10 such that the Dark Fibers are operating in conformity with the applicable <br /> specifications as further described in Exhibit B. <br /> ARTICLE 23 <br /> GENERAL <br /> 23.1 Binding Effect. This Agreement, and each of the Parties' respective rights and <br /> obligations under this Agreement, shall be binding on and shall inure to the benefit of the Parties <br /> hereto and each of their respective permitted successors and assigns. <br /> 23.2 Non-Waiver. The failure of either Party hereto to enforce any of the provisions of <br /> this Agreement, or the waiver thereof in any instance, shall not be construed as a general waiver <br /> or relinquishment on its part of any such provision, but the same shall nevertheless be and remain <br /> in full force and effect. <br /> 23.3 Choice of Law/Forum. This contract shall be construed in accordance with and is <br /> subject to the laws and rules of the State of Illinois. <br /> 23.4 Rules of Construction. The captions or headings in this Agreement are strictly for <br /> convenience and shall not be considered in interpreting this Agreement or as amplifying or limiting <br /> any of its content. Words in this Agreement which import the singular connotation shall be <br /> interpreted as plural, and words which import the plural connotation shall be interpreted as <br /> singular, as the identity of the parties or objects referred to may require. <br /> 18 <br />