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AND REPRESENTATIVES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS, FROM
<br /> CLAIMS FOR ANY SUCH DAMAGES. SiFi aggregate liability under this Agreement shall be
<br /> limited to the higher of one million dollars ($1,000,000) or the amount of available applicable
<br /> insurance coverage. Notwithstanding anything to the contrary contained in this Agreement, the
<br /> provisions of this Section 8.4 will survive expiration or termination of this Agreement.
<br /> SECTION 9
<br /> 9. Disputes.
<br /> 9.1 For all claims, disputes or controversies arising out of, or in connection with, the
<br /> breach, interpretation, application, or enforcement of this Agreement, or arising out of, or in
<br /> connection with,the System which cannot be settled through negotiation,the Parties agree first to
<br /> try in good faith to settle the matter by mediation in Macon County, Illinois,prior to commencing
<br /> litigation.
<br /> 9.2 All claims, disputes or controversies arising out of, or in connection with, the
<br /> breach, interpretation, application, or enforcement of this Agreement, or arising out of, or in
<br /> connection with,the System, shall be decided in a court of law. The sole and exclusive venue for
<br /> all claims, disputes or controversies arising out of, or in connection within the breach,
<br /> interpretation, application, or enforcement of this Agreement, or arising out of, or in connection
<br /> with,the System, shall be Illinois State Courts, and circuit court of Macon County, Illinois.
<br /> SECTION 10
<br /> 10. Miscellaneous Provisions
<br /> 10.1 Assignment. The provisions of this Agreement shall be binding upon and shall
<br /> inure to the benefit of the Parties hereto and each of their respective successors and assigns as
<br /> provided herein. The City shall not be permitted to assign, sell or transfer this Agreement, or its
<br /> rights and duties under this Agreement, without the prior written consent of SiFi, which consent
<br /> shall not be unreasonably withheld, conditioned, or delayed. SiFi shall have the right to assign,
<br /> novate, sell,encumber,or transfer this Agreement and the System or any part thereof,without the
<br /> consent of the City to SiFi's principal,affiliates,subsidiaries,subsidiaries of its principal or to any
<br /> entity which acquires all or substantially all of the SiFi's assets in the market by reason of a merger,
<br /> acquisition,or other business reorganization,provided such assignee,purchaser, or transferee has
<br /> all appropriate licenses,to the extent SiFi's licenses,permits and approvals cannot be assigned or
<br /> transferred, for the operation,management,and maintenance of the facilities contemplated herein
<br /> and sufficient financial resources to fulfill all applicable terms and obligations under this
<br /> Agreement. Any successor owner of rights sold or assigned by SiFi shall be required to comply
<br /> with all provisions of this Agreement,unless the City specifically agrees to amend this Agreement
<br /> prior to any effective date of ownership or rights transfer as provided herein. At least thirty (30)
<br /> days prior to the effective date,or as soon as practicable, of any such assignment, sale or transfer,
<br /> SiFi shall provide City with a fully executed copy of the assignment, sale or transfer document,
<br /> signed by both SiFi and assignee/purchaser/transferee, indicating the assignee's/purchaser's/
<br /> transferee's assumption of all of SiFi's performance duties, liabilities and obligations under this
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