Common use of General Agreements Clause in Contracts

General Agreements. A. This Agreement and all matters arising hereunder shall be governed by and determined in accordance with the laws of the State of Florida without giving affect to any choice of law provisions. B. The parties shall not be liable or deemed to be in default hereunder for any delay or failure in performance under this Agreement or interruption of the Insurance Administration Services resulting, directly or indirectly, from acts of God (including but not limited to weather catastrophes such as floods, hurricanes, tornadoes, windstorms, ice storms, blizzards and hail storms), civil or military authority, labor disputes, shortages of suitable parts, materials, labor or transportation or any similar cause beyond the reasonable control of the parties. C. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein shall be given in writing by hand delivery, by overnight carrier, by registered or certified mail or by facsimile transmission and shall be addressed as follows: As to Customer: Cooperativa de Seguros Multiples de Puerto Rico 38 Nevarez Street, Corner of Americo Miranda Xxx Xxxxxxx, Puerto Rico 00920-0000 Fax Numbex: (000) 000-0000 Attention: Jose M. Martinez, Vxxx Xxxxxxxxx of Operations As to IMS: Xxxxxxxxx Xxnagement Solutions, Inc. 360 Central Avenue, 16th Floor St. Petersburg, XX 00000 Xxx Xxxxxx: (000) 000-0000 Attention: David Howard, Xxxxxxxxx Notices sent by hand delivery shall be xxxxxx xxxxctive on the date of actual hand delivery. Notices sent by overnight carrier shall be deemed effective on the next Business Day after being placed into the hands of the overnight carrier. Notices sent by registered or certified mail shall be deemed effective on the fifth Business Day after being deposited into the post office. Notices sent by facsimile transmission shall be deemed to be effective on the day when sent if sent prior to 4:30 p.m. (the time being determined by the time zone of the recipient), otherwise they shall be deemed effective on the next Business Day. D. This Agreement, and the exhibits, schedules and appendices attached hereto, contain all of the prior oral and/or previously written agreements, representations, and arrangements between the parties hereto. There are no representations or warranties other than those set forth herein. No change or modification of this Agreement, including the exhibits, schedules and appendices hereto, shall be valid unless the same shall be in writing and signed by all of the parties hereto. All exhibits, schedules, appendices, addendum of any kind, or attachments to this Agreement shall be made a part of this Agreement and shall be subject to all terms and conditions of this Agreement. E. Words of a gender used in this Agreement shall be held to include any other gender, the words in a singular number held to include the plural, when the sentence so requires. Article headings are intended for purposes of description only and shall not be used for purposes of interpretation of this Agreement. F. Should any part of this Agreement for any reason be declared invalid, such decision shall not effect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if the Agreement had been executed with the invalid portion thereof eliminated. It is, therefore, declared the intention of the parties hereto that each of them will have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared void. G. If either party should bring a Court action alleging breach of this Agreement or seeking to enforce, rescind, renounce, declare, void or terminate this Agreement or any provisions thereof, the prevailing party shall be entitled to recover all of its legal expenses, including reasonable attorneys' fees and costs (including legal expenses for any appeals taken), and to have the same awarded as part of the judgment in the proceeding in which such legal expenses and attorneys' fees were incurred. H. Neither IMS nor Customer shall assign this Agreement or any of its rights hereunder without the prior written consent of the non-assigning party. I. The parties agree not to disclose the terms and conditions of this Agreement to any third party, except (i) as required in the normal conduct of Customer's business, or (ii) as required by law or regulation including, without limitation, any Federal securities law, or regulation.

General Agreements. A. This Agreement and all matters arising hereunder shall be governed by and determined in accordance with the laws of the State of Florida without giving affect effect to any choice of law provisions. B. The parties shall not be liable or deemed to be in default hereunder for any delay or failure in performance under this Agreement or interruption of the Insurance Administration Services resulting, directly or indirectly, from acts of God (including but not limited to weather catastrophes such as floods, hurricanes, tornadoes, windstorms, ice storms, blizzards and hail storms), civil or military authority, labor disputes, shortages of suitable parts, materials, labor or transportation or any similar cause beyond the reasonable control of the parties. C. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein shall be given in writing by hand delivery, by overnight carrier, by registered or certified mail or by facsimile transmission and shall be addressed as follows: As to Customer: Cooperativa de Seguros Multiples de Puerto Rico 38 Nevarez StreetResidence Mutual Insurance Company 525 Broadway Santa Monica, Corner of Americo Miranda California 90401 Xxx Xxxxxxx, Puerto Rico 00920-0000 Fax NumbexXxxxxx: (000) 000-0000 Attention: Jose M. Martinez, Vxxx Xxxxxxxxx of Operations Principal Coordinxxxx - XXXX As to IMS: Xxxxxxxxx Xxnagement Insurance Management Solutions, Inc. 360 Central Avenue, 16th Floor St. PetersburgPetersbuxx, XX 00000 Xxx Xxxxxx: (000) 000-0000 Attention: David Howard, Xxxxxxxxx Notices sent President Xxxxxxx xxxt by hand delivery shall be xxxxxx xxxxctive deemed effective on the date of actual hand delivery. Notices sent by overnight carrier shall be deemed effective on the next Business Day after being placed into the hands of the overnight carrier. Notices sent by registered or certified mail shall be deemed effective on the fifth Business Day after being deposited into the post office. Notices sent by facsimile transmission shall be deemed to be effective on the day when sent if sent prior to 4:30 p.m. (the time being determined by the time zone of the recipient), otherwise they shall be deemed effective on the next Business Day. D. This Agreement, and the exhibits, schedules and appendices attached hereto, contain all of the prior oral and/or previously written agreements, representations, and arrangements between the parties hereto. There are no representations or warranties other than those set forth herein. No change or modification of this Agreement, including the exhibits, schedules and appendices hereto, shall be valid unless the same shall be in writing and signed by all of the parties hereto. All exhibits, schedules, appendices, addendum of any kind, or attachments to this Agreement shall be made a part of this Agreement and shall be subject to all terms and conditions of this Agreement. Articles V (B), VII, and VIII(c) shall survive any termination of this Agreement. E. Words of a gender used in this Agreement shall be held to include any other gender, the words in a singular number held to include the plural, when the sentence so requires. Article headings are intended for purposes of description only and shall not be used for purposes of interpretation of this Agreement. F. Should any part of this Agreement for any reason be declared invalid, such decision shall not effect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if the Agreement had been executed with the invalid portion thereof eliminated. It is, therefore, declared the intention of the parties hereto that each of them will have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared void. G. If either party should bring a Court action alleging breach of this Agreement or seeking to enforce, rescind, renounce, declare, void or terminate this Agreement or any provisions thereof, the prevailing party shall be entitled to recover all of its legal expenses, including reasonable attorneys' fees and costs (including legal expenses for any appeals taken), and to have the same awarded as part of the judgment in the proceeding in which such legal expenses and attorneys' fees were incurred. H. Neither IMS nor Customer shall assign this Agreement or any of its rights hereunder without the prior written consent of the non-assigning party. I. The parties agree not to disclose the terms and conditions of this Agreement to any third party, except (i) as required in the normal conduct of Customer's business, or (ii) as required by law or regulation including, without limitation, any Federal securities law, or regulation.

General Agreements. A. This Agreement and all matters arising hereunder shall be governed by and determined in accordance with the laws of the State of Florida without giving affect to any choice of law provisions. B. The parties shall not be liable or deemed to be in default hereunder for any delay or failure in performance under this Agreement or Agreement, interruption of the Insurance Administration Services resulting, or failure to meet the Standards referenced in Article III, directly or indirectlyfrom unforeseeable, from natural acts of God (including but not limited to weather catastrophes such as floodsflood, hurricanes, tornadoes, windstorms, ice storms, blizzards and hail storms), civil or military authority, labor disputes, shortages of suitable parts, materials, labor or transportation disputes or any similar cause beyond the reasonable control of the parties, so long as IMS follows a disaster recovery plan approved by Customer (which recovery plan must be presented to Customer for review on annual basis), and provided further that IMS makes every commercially reasonable effort to perform under this Agreement once such occurrence has ceased. C. B. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein shall be given in writing by hand delivery, by overnight carrier, by registered or certified mail or by facsimile transmission and shall be addressed as follows: As If to CustomerCustomer to: Cooperativa de Seguros Multiples de Puerto Rico 38 Nevarez Street360 Central Avenue 17th Floor St. Petersburg, Corner of Americo Miranda Xxx XxxxxxxFL 33733 Xxxx: Xxxxxx X. Xxxxx, Puerto Rico 00920-0000 Fax Numbex: Xxxxxxxxx XXX (000) 000-0000 AttentionIf to IMS tx: Jose M. Martinez000 00th Avenue North Xx. Xxxxxxxxxx, Vxxx Xxxxxxxxx of Operations As to IMSFL ----------- Xxxx: Xxxxxxxxx Xxnagement SolutionsXxxxx X. Xxxxxx, Inc. 360 Central Avenue, 16th Floor St. Petersburg, XX 00000 Xxx Xxxxxx: Xxxsident FAX (000727) 000803-0000 Attention: David Howard, Xxxxxxxxx 2076 Notices sent by hand delivery senx xx xxxx xxxxxery shall be xxxxxx xxxxctive on the deemed exxxxxxxx xx xxe date of actual hand delivery. Notices sent by overnight carrier shall be deemed effective on the next Business Day after being placed into the hands of the overnight carrier. Notices sent by registered or certified mail shall be deemed effective on the fifth Business Day after being deposited into the post office. Notices sent by facsimile transmission shall be deemed to be effective on the day when sent if sent prior to 4:30 p.m. (the time being determined by the time zone of the recipient), otherwise they shall be deemed effective on the next Business Day. D. C. This Agreement, and the exhibits, schedules and appendices attached hereto, contain all of the prior oral and/or previously written agreements, representations, and arrangements between the parties heretohereto with regards to the Insurance Administration Services. There are no representations or warranties other than those set forth herein. No change or modification of this Agreement, including the exhibits, schedules and appendices hereto, shall be valid unless the same shall be in writing and signed by all of the parties hereto. All exhibits, schedules, appendices, addendum of any kind, or attachments to this Agreement shall be made a part of this Agreement and shall be subject to all terms and conditions of this Agreement. E. D. Words of a gender used in this Agreement shall be held to include any other gender, the words in a singular number held to include the plural, when the sentence so requires. Article headings are intended for purposes of description only and shall not be used for purposes of interpretation of this Agreement. F. E. Should any part of this Agreement for any reason be declared invalid, such decision shall not effect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if the Agreement had been executed with the invalid portion thereof eliminated. It is, therefore, declared the intention of the parties hereto that each of them will have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared void. G. F. If either party should bring a Court an action alleging breach of this Agreement or seeking to enforce, rescind, renounce, declare, void or terminate this Agreement or any provisions thereof, thereof (in compliance with the Dispute Resolution Procedures detailed in Section XII of this Agreement) the prevailing party shall be entitled to recover all of its legal expenses, including reasonable attorneys' fees and costs (including legal expenses for any appeals taken), and to have the same awarded as part of the judgment in the proceeding in which such legal expenses and attorneys' fees were incurred. The venue for any action related to this Agreement shall be in Pinellas County, Florida. This Agreement and all matters arising hereunder shall be governed by and determined in accordance with the laws of the State of Florida without giving effect to any choice of law provisions. The obligations of the parties under this Paragraph F shall survive termination of this Agreement, regardless of the reason for termination. H. G. Neither IMS nor Customer shall assign this Agreement or any of its rights hereunder without the prior written consent of the non-assigning party. I. H. The parties agree not to disclose the terms and conditions of this Agreement to any third party, except (i) as required in the normal conduct of Customer's business, or (ii) as required by law or regulation including, without limitation, any Federal securities law, or regulation. I. This Agreement shall be for the benefit of, and shall be binding upon, the parties and their respective heirs, personal representatives, executors, legal representatives, successors and assigns.

General Agreements. A. This Agreement and all matters arising hereunder shall be governed by and determined in accordance with the laws of the State of Florida without giving affect to any choice of law provisions. B. The parties shall not be liable or deemed to be in default hereunder for any delay or failure in performance under this Agreement or interruption of the Insurance Administration Run Off Claim Services resulting, directly or indirectly, from unforeseeable, natural acts of God (including but not limited to weather catastrophes such as floods, hurricanes, tornadoes, windstorms, ice storms, blizzards and hail storms), civil or military authority, labor disputes, shortages of suitable parts, materials, labor or transportation disputes or any similar cause beyond the reasonable control of the parties. C. B. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein shall be given in writing by hand delivery, by overnight carrier, by registered or certified mail or by facsimile transmission and shall be addressed as follows: As If to CustomerCustomer to: Cooperativa de Seguros Multiples de Puerto Rico 38 Nevarez Street360 Central Avenue 17th Floor St. Petersburg, Corner of Americo Miranda Xxx XxxxxxxFL 33733 Xxxx: Xxxxxx X. Xxxxx, Puerto Rico 00920-0000 Fax Numbex: Xxxxxxxxx XXX (000) 000-0000 AttentionIf to IMS xx: Jose M. Martinez, Vxxx Xxxxxxxxx of Operations As to IMS: Xxxxxxxxx Xxnagement Solutions, Inc. 360 Central Avenue, 16th Floor 000 Xentral Avenue 16xx Xxxxx St. Petersburg, XX 00000 Xxx FL 33733 Xxxx: Xxxxx X. Xxxxxx: , Xxxxxxxxx XXX (000) 000-0000 Attention: David Howard, Xxxxxxxxx Notices sent by hand delivery sexx xx xxxx xxxxvery shall be xxxxxx xxxxctive on the deemed xxxxxxxxx xx xhe date of actual hand delivery. Notices sent by overnight carrier shall be deemed effective on the next Business Day after being placed into the hands of the overnight carrier. Notices sent by registered or certified mail shall be deemed effective on the fifth Business Day after being deposited into the post office. Notices sent by facsimile transmission shall be deemed to be effective on the day when sent if sent prior to 4:30 p.m. (the time being determined by the time zone of the recipient), otherwise they shall be deemed effective on the next Business Day. D. C. This Agreement, and the exhibits, schedules and appendices attached hereto, contain all of the prior oral and/or previously written agreements, representations, and arrangements between the parties heretohereto with regards to the Run Off Claim Services. There are no representations or warranties other than those set forth herein. No change or modification of this Agreement, including the exhibits, schedules and appendices hereto, shall be valid unless the same shall be in writing and signed by all of the parties hereto. All exhibits, schedules, appendices, addendum of any kind, or attachments to this Agreement shall be made a part of this Agreement and shall be subject to all terms and conditions of this Agreement. E. D. Words of a gender used in this Agreement shall be held to include any other gender, the words in a singular number held to include the plural, when the sentence so requires. Article headings are intended for purposes of description only and shall not be used for purposes of interpretation of this Agreement. F. E. Should any part of this Agreement for any reason be declared invalid, such decision shall not effect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if the Agreement had been executed with the invalid portion thereof eliminated. It is, therefore, declared the intention of the parties hereto that each of them will have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared void. G. F. If either party should bring a Court an action alleging breach of this Agreement or seeking to enforce, rescind, renounce, declare, void or terminate this Agreement or any provisions thereof, thereof (in compliance with the Dispute Resolution Procedures detailed in Section XII of this Agreement) the prevailing party shall be entitled to recover all of its legal expenses, including reasonable attorneys' fees and costs (including legal expenses for any appeals taken), and to have the same awarded as part of the judgment in the proceeding in which such legal expenses and attorneys' fees were incurred. H. Neither IMS nor Customer shall assign . The venue for any action related to this Agreement or any of its rights shall be in Pinellas County, Florida. This Agreement and all matters arising hereunder without shall be governed by and determined in accordance with the prior written consent laws of the non-assigning party. I. The parties agree not to disclose the terms and conditions State of this Agreement Florida without giving effect to any third party, except (i) as required in the normal conduct choice of Customer's business, or (ii) as required by law or regulation including, without limitation, any Federal securities law, or regulation.

General Agreements. A. This Agreement and all matters arising hereunder shall be governed by and determined in accordance with the laws of the State of Florida without giving affect effect to any choice of law provisions. B. The parties shall not be liable or deemed to be in default hereunder for any delay or failure in performance under this Agreement or interruption of the Insurance Administration Services resulting, directly or indirectly, from acts of God (including but not limited to weather catastrophes such as floods, hurricanes, tornadoes, windstorms, ice storms, blizzards and hail storms), civil or military authority, labor disputes, shortages of suitable parts, materials, labor or transportation or any similar cause beyond the reasonable control of the parties. C. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein shall be given in writing by hand delivery, by overnight carrier, by registered or certified mail or by facsimile transmission and shall be addressed as follows: As to Customer: Cooperativa de Seguros Multiples de Puerto Rico 38 Nevarez StreetAuto Club South Insurance Company 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx Xxxxx, Corner of Americo Miranda Xxx Xxxxxxx, Puerto Rico 00920-0000 Xxxxxxx 00000 Fax NumbexNumber: (000813) 000-0000 -------------------------- Attention: Jose M. Martinez, Vxxx Xxxxxxxxx of Operations President As to IMS: Xxxxxxxxx Xxnagement Insurance Management Solutions, Inc. 360 Central Avenue000 Xxxxxxx Xxxxxx, 16th Floor St. Petersburg00xx Xxxxx Xx. Xxxxxxxxxx, XX 00000 Xxx XxxxxxFax Number: (000727) 000-0000 -------------------------- Attention: David Howard, Xxxxxxxxx President Notices sent by hand delivery shall be xxxxxx xxxxctive deemed effective on the date of actual hand delivery. Notices sent by overnight carrier shall be deemed effective on the next Business Day after being placed into the hands of the overnight carrier. Notices sent by registered or certified mail shall be deemed effective on the fifth Business Day after being deposited into the post office. Notices sent by facsimile transmission shall be deemed to be effective on the day when sent if sent prior to 4:30 p.m. (the time being determined by the time zone of the recipient), otherwise they shall be deemed effective on the next Business Day. D. This Agreement, and the exhibits, schedules and appendices attached hereto, contain all of the prior oral and/or previously written agreements, representations, and arrangements between the parties hereto. There are no representations or warranties other than those set forth herein. No change or modification of this Agreement, including the exhibits, schedules and appendices hereto, shall be valid unless the same shall be in writing and signed by all of the parties hereto. All exhibits, schedules, appendices, addendum of any kind, or attachments to this Agreement shall be made a part of this Agreement and shall be subject to all terms and conditions of this Agreement. Articles V (B), VII, and VIII (C) shall survive any termination of this Agreement. E. Words of a gender used in this Agreement shall be held to include any other gender, the words in a singular number held to include the plural, when the sentence so requires. Article headings are intended for purposes of description only and shall not be used for purposes of interpretation of this Agreement. F. Should any part of this Agreement for any reason be declared invalid, such decision shall not effect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if the Agreement had been executed with the invalid portion thereof eliminated. It is, therefore, declared the intention of the parties hereto that each of them will have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared void. G. If either party should bring a Court action alleging breach of this Agreement or seeking to enforce, rescind, renounce, declare, void or terminate this Agreement or any provisions thereof, the prevailing party shall be entitled to recover all of its legal expenses, including reasonable attorneys' fees and costs (including legal expenses for any appeals taken), and to have the same awarded as part of the judgment in the proceeding in which such legal expenses and attorneys' fees were incurred. H. Neither IMS nor Customer shall assign this Agreement or any of its rights hereunder without the prior written consent of the non-assigning party. I. The parties agree not to disclose the terms and conditions of this Agreement to any third party, except (i) as required in the normal conduct of Customer's business, or (ii) as required by law or regulation including, without limitation, any Federal securities law, or regulation.

General Agreements. A. This Agreement and all matters arising hereunder shall be governed by and determined in accordance with the laws of the State of Florida without giving affect effect to any choice of law provisions. B. The parties shall not be liable or deemed to be in default hereunder for any delay or failure in performance under this Agreement or interruption of the Insurance Administration Services resulting, directly or indirectly, from acts of God (including but not limited to weather catastrophes such as floods, hurricanes, tornadoes, windstorms, ice storms, blizzards and hail storms), civil or military authority, labor disputes, shortages of suitable parts, materials, labor or transportation or any similar cause beyond the reasonable control of the parties. C. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein shall be given in writing by hand delivery, by overnight carrier, by registered or certified mail or by facsimile transmission and shall be addressed as follows: As to Customer: Cooperativa de Seguros Multiples de Puerto Rico 38 Nevarez StreetMiddlesex Mutual Assurance Company 000 Xxxxx Xxxxxx Xxxxxxxxxx, Corner of Americo Miranda Xxx Xxxxxxx, Puerto Rico 00920XX 00000-0000 Fax NumbexNumber: (000) 000-0000 Attention: Jose M. MartinezXxxx Xxxxxxxx, Vxxx Xxxxxxxxx of Operations Senior Vice President As to IMS: Xxxxxxxxx Xxnagement Insurance Management Solutions, Inc. 360 Central Avenue000 Xxxxxxx Xxxxxx, 16th Floor St. Petersburg00xx Xxxxx Xx. Xxxxxxxxxx, XX 00000 Xxx XxxxxxFax Number: (000) 000-0000 Attention: David HowardXxxxx Xxxxxx, Xxxxxxxxx President Notices sent by hand delivery shall be xxxxxx xxxxctive deemed effective on the date of actual hand delivery. Notices sent by overnight carrier shall be deemed effective on the next Business Day after being placed into the hands of the overnight carrier. Notices sent by registered or certified mail shall be deemed effective on the fifth Business Day after being deposited into the post office. Notices sent by facsimile transmission shall be deemed to be effective on the day when sent if sent prior to 4:30 p.m. (the time being determined by the time zone of the recipient), otherwise they shall be deemed effective on the next Business Day. D. This Agreement, and the exhibits, schedules and appendices attached hereto, contain all of the prior oral and/or previously written agreements, representations, and arrangements between the parties hereto. There are no representations or warranties other than those set forth herein. No change or modification of this Agreement, including the exhibits, schedules and appendices hereto, shall be valid unless the same shall be in writing and signed by all of the parties hereto. All exhibits, schedules, appendices, addendum of any kind, or attachments to this Agreement shall be made a part of this Agreement and shall be subject to all terms and conditions of this Agreement. Articles V (B), VII, and VIII (C) shall survive any termination of this Agreement. E. Words of a gender used in this Agreement shall be held to include any other gender, the words in a singular number held to include the plural, when the sentence so requires. Article headings are intended for purposes of description only and shall not be used for purposes of interpretation of this Agreement. F. Should any part of this Agreement for any reason be declared invalid, such decision shall not effect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if the Agreement had been executed with the invalid portion thereof eliminated. It is, therefore, declared the intention of the parties hereto that each of them will have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared void. G. If either party should bring a Court action alleging breach of this Agreement or seeking to enforce, rescind, renounce, declare, void or terminate this Agreement or any provisions thereof, the prevailing party shall be entitled to recover all of its legal expenses, including reasonable attorneys' fees and costs (including legal expenses for any appeals taken), and to have the same awarded as part of the judgment in the proceeding in which such legal expenses and attorneys' fees were incurred. H. Neither IMS nor Customer shall assign this Agreement or any of its rights hereunder without the prior written consent of the non-assigning party. I. The parties agree not to disclose the terms and conditions of this Agreement to any third party, except (i) as required in the normal conduct of Customer's business, or (ii) as required by law or regulation including, without limitation, any Federal securities law, or regulation.

General Agreements. A. This Agreement and all matters arising hereunder shall be governed by and determined in accordance with the laws of the State of Florida without giving affect effect to any choice of law provisions. B. The parties shall not be liable or deemed to be in default hereunder for any delay or failure in performance under this Agreement or interruption of the Insurance Administration Services resulting, directly or indirectly, from acts of God (including but not limited to weather catastrophes such as floods, hurricanes, tornadoes, windstorms, ice storms, blizzards and hail storms), civil or military authority, labor disputes, shortages of suitable parts, materials, labor or transportation or any similar cause beyond the reasonable control of the parties. C. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein shall be given in writing by hand delivery, by overnight carrier, by registered or certified mail or by facsimile transmission and shall be addressed as follows: As to Customer: Cooperativa de Seguros Multiples de Puerto Rico 38 Nevarez StreetMobile USA/Philadelphia Indemnity Insurance Company 0000 00xx Xxxxxx Xxxxx XX Xxx 0000 Xxxxxxxx Xxxx, Corner of Americo Miranda Xxx Xxxxxxx, Puerto Rico 00920-0000 XX 00000 Fax NumbexNumber: (000) 000-0000 Attention: Jose M. MartinezXxx Xxxxxxxx, Vxxx Xxxxxxxxx of Operations President As to IMS: Xxxxxxxxx Xxnagement Insurance Management Solutions, Inc. 360 Central Avenue000 Xxxxxxx Xxxxxx, 16th Floor St. Petersburg00xx Xxxxx Xx. Xxxxxxxxxx, XX 00000 Xxx XxxxxxFax Number: (000) 000-0000 Attention: David HowardXxxxx Xxxxxx, Xxxxxxxxx President Notices sent by hand delivery shall be xxxxxx xxxxctive deemed effective on the date of actual hand delivery. Notices sent by overnight carrier shall be deemed effective on the next Business Day after being placed into the hands of the overnight carrier. Notices sent by registered or certified mail shall be deemed effective on the fifth Business Day after being deposited into the post office. Notices sent by facsimile transmission shall be deemed to be effective on the day when sent if sent prior to 4:30 p.m. (the time being determined by the time zone of the recipient), otherwise they shall be deemed effective on the next Business Day. D. This Agreement, and the exhibits, schedules and appendices attached hereto, contain all of the prior oral and/or previously written agreements, representations, and arrangements between the parties hereto. There are no representations or warranties other than those set forth herein. No change or modification of this Agreement, including the exhibits, schedules and appendices hereto, shall be valid unless the same shall be in writing and signed by all of the parties hereto. All exhibits, schedules, appendices, addendum addenda of any kind, or attachments to this Agreement shall be made a part of this Agreement and shall be subject to all terms and conditions of this Agreement. Articles V (B), VII, and VIII (C) shall survive any termination of this Agreement. E. Words of a gender used in this Agreement shall be held to include any other gender, the words in a singular number held to include the plural, when the sentence so requires. Article headings are intended for purposes of description only and shall not be used for purposes of interpretation of this Agreement. F. Should any part of this Agreement for any reason be declared invalid, such decision shall not effect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if the Agreement had been executed with the invalid portion thereof eliminated. It is, therefore, declared the intention of the parties hereto that each of them will have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared void. G. If either party should bring a Court action alleging breach of this Agreement or seeking to enforce, rescind, renounce, declare, void or terminate this Agreement or any provisions thereof, the prevailing party shall be entitled to recover all of its legal expenses, including reasonable attorneys' fees and costs (including legal expenses for any appeals taken), and to have the same awarded as part of the judgment in the proceeding in which such legal expenses and attorneys' fees were incurred. H. Neither IMS nor Customer shall assign this Agreement or any of its rights hereunder without the prior written consent of the non-assigning party. I. The parties agree not to disclose the terms and conditions of this Agreement to any third party, except (i) as required in the normal conduct of Customer's business, or (ii) as required by law or regulation including, without limitation, any Federal securities law, or regulation.

General Agreements. A. This Agreement and all matters arising hereunder shall be governed by and determined in accordance with the laws of the State of Florida without giving affect effect to any choice of law provisions. B. The parties shall not be liable or deemed to be in default hereunder for any delay or failure in performance under this Agreement or interruption of the Insurance Administration Services resulting, directly or indirectly, from acts of God (including but not limited to weather catastrophes such as floods, hurricanes, tornadoes, windstorms, ice storms, blizzards and hail storms), civil or military authority, labor disputes, shortages of suitable parts, materials, labor or transportation or any similar cause beyond the reasonable control of the parties. C. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein shall be given in writing by hand delivery, by overnight carrier, by registered or certified mail or by facsimile transmission and shall be addressed as follows: As to Customer: Cooperativa de Seguros Multiples de Puerto Rico 38 Nevarez StreetIsland Insurance Companies, Corner of Americo Miranda Xxx XxxxxxxLtd. 1022 Bethel Street Honolulu, Puerto Rico 00920HI 90000-0000 Fax NumbexXxx Xxxxxx: (000) 000-0000 Attention: Jose M. MartinezHarvey X.X. Xxx, Vxxx Xxxxxxxxx of Operations Assisxxxx Xixx Xxxxxdent As to IMS: Xxxxxxxxx Xxnagement Insurance Management Solutions, Inc. 360 Central Avenue801 94th Avenue North St. Petersbxxx, 16th Floor St. Petersburg, XX 00000 Xxxxxxx Xxx Xxxxxx: (000) 000-0000 Attention: David HowardHxxxxx, Xxxxxxxxx Xxxxxxxnt Notices sent by hand delivery shall be xx xxxxxx xxxxctive xffective on the date of actual hand delivery. Notices sent by overnight carrier shall be deemed effective on the next Business Day after being placed into the hands of the overnight carrier. Notices sent by registered or certified mail shall be deemed effective on the fifth Business Day after being deposited into the post office. Notices sent by facsimile transmission shall be deemed to be effective on the day when sent if sent prior to 4:30 p.m. (the time being determined by the time zone of the recipient), otherwise they shall be deemed effective on the next Business Day. D. This Agreement, and the exhibits, schedules and appendices attached hereto, contain all of the prior oral and/or previously written agreements, representations, and arrangements between the parties hereto. There are no representations or warranties other than those set forth herein. No change or modification of this Agreement, including the exhibits, schedules and appendices hereto, shall be valid unless the same shall be in writing and signed by all of the parties hereto. All exhibits, schedules, appendices, addendum of any kind, or attachments to this Agreement shall be made a part of this Agreement and shall be subject to all terms and conditions of this Agreement. Articles V (B), VII, and VIII (C) shall survive any termination of this Agreement. E. Words of a gender used in this Agreement shall be held to include any other gender, the words in a singular number held to include the plural, when the sentence so requires. Article headings are intended for purposes of description only and shall not be used for purposes of interpretation of this Agreement. F. Should any part of this Agreement for any reason be declared invalid, such decision shall not effect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if the Agreement had been executed with the invalid portion thereof eliminated. It is, therefore, declared the intention of the parties hereto that each of them will have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared void. G. If either party should bring a Court action alleging breach of this Agreement or seeking to enforce, rescind, renounce, declare, void or terminate this Agreement or any provisions thereof, the prevailing party shall be entitled to recover all of its legal expenses, including reasonable attorneys' fees and costs (including legal expenses for any appeals taken), and to have the same awarded as part of the judgment in the proceeding in which such legal expenses and attorneys' fees were incurred. H. Neither IMS nor Customer shall not assign this Agreement or any of its rights hereunder without the prior written consent of the non-assigning partyIMS. I. The parties agree not to disclose the terms and conditions of this Agreement to any third party, except (i) as required in the normal conduct of Customer's business, or (ii) as required by law or regulation including, without limitation, any Federal securities law, or regulation.