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6. No Third Party Beneficiary. This Agreement shall be for the benefit of the parties only,and no
<br /> person, firm or corporation shall acquire any rights whatsoever by virtue of this Agreement,except LICENSEE and
<br /> the RAILWAY and their successors and assigns.
<br /> 7. Force Majeure. The parties agree to pursue the completion of the Railroad Project in accordance
<br /> with the requirements of this Agreement. No party shall be held responsible to the other for delays caused by Force
<br /> Majeure events, and such delays shall not be deemed a breach or default under this Agreement. In no event: shall
<br /> Force Majeure events excuse LICENSEE from its obligation to make payment to RAILWAY in accordance with this
<br /> Agreement. Further the parties agree that the resolution or settlement of strikes or other labor disputes shall not be
<br /> deemed to be within the control or reasonable control of the affected party. If any party is unable to complete work
<br /> assigned to it due to a condition of Force Majeure or other conditions beyond the reasonable control of said party,then
<br /> said party will diligently pursue completion of the item that is delayed once said condition or conditions are no longer
<br /> in effect. For purposes of this Agreement, Force Majeure events are defined as circumstances beyond a party's
<br /> reasonable control that delay performance and may include,but are not limited to,acts of God,actions or decrees of
<br /> governmental bodies(beyond control of the parties),acts of the public enemy,labor disputes,tires,insurrections,and
<br /> floods.
<br /> 8. Amendment; Entire Agreement. This Agreement may be amended only in writing executed by
<br /> authorized representatives of the parties hereto. No verbal change, modification, or amendment shall be effiective
<br /> unless in writing and signed by authorized representatives of the parties.The provisions hereof constitute the entire
<br /> Agreement between the parties and supersede any verbal statement,representations,or warranties,stated or implied.
<br /> 9. Waiver of Workers Compensation Immunity. In the event that all or a portion of the Premises is
<br /> location in the State of Ohio,LICENSEE,with respect to the indemnification provisions contained in this Agreement,
<br /> hereby expressly waives any defense or immunity granted or afforded LICENSEE pursuant to Section 35,Article II
<br /> of the Ohio Constitution and Section 4123.74 of the Ohio Revised Code. In the event that all or a portion of the
<br /> Premises is located in the Commonwealth of Pennsylvania,LICENSEE,with respect to the indemnification provisions
<br /> contained in this Agreement, hereby expressly waives any defense or immunity granted or afforded LICENSEE
<br /> pursuant to Pennsylvania Workers' Compensation Act,77 P.S.481.
<br /> 10. Independent Contractors. The parties agree that LICENSEE and its agents and/or contractors,shall
<br /> not be deemed either agents or independent contractors of RAILWAY. Except as otherwise provided by this
<br /> Agreement, RAILWAY shall exercise no control whatsoever over the employment, discharge, compensation of, or
<br /> services rendered by LICENSEE or its contractors. Notwithstanding the foregoing, this paragraph shall in no way
<br /> affect the absolute authority of RAILWAY to temporarily prohibit LICENSEE, its agents and/or contractors, or
<br /> persons not associated with LICENSEE from entering RAILWAY property, or to require the removal of any person
<br /> from RAILWAY property, if RAILWAY determines, in its sole discretion, that such person is not acting in a safe
<br /> manner or that actual or potential hazards in,on,or about the Railroad Project Work exist.
<br /> IL Meaning of"Railway". The word "RAILWAY" as used herein shall include any other company
<br /> whose property at the aforesaid location may be leased or operated by RAILWAY. Said term also shall include
<br /> RAILWAY's officers,directors,agents and employees,and any parent company,subsidiary or affiliate of RAILWAY
<br /> and their respective officers,directors,agents and employees.
<br /> 12. Approval of Plans. By its review and approval,if any,of the plans marked as Exhibit B,
<br /> RAILWAY signifies only that the plans and improvements to be constructed in accordance with the plans satisfy the
<br /> RAILWAY's requirements. RAILWAY expressly disclaims all other representations and warranties in connection
<br /> with said plans,including,but not limited to,the integrity,suitability or fitness for the purposes of the LICENSEE or
<br /> any other person(s)of the plans or improvements constructed in accordance with the plans.
<br /> IN WITNESS WHEREOF, the parties have, through duly authorized representatives, entered into this Agreement
<br /> effective the day and year first written above.
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