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<br />203215669.16 16
<br />All sections and article references are to this Continuation Agreement, unless otherwise
<br />expressly provided. As used in this Continuation Agreement, (a) “hereof”, “hereunder”, “herein”
<br />and words of like import shall be deemed to refer to this Continuation Agreement in its entirety
<br />and not just a particular section of this Continuation Agreement, and (b) unless the context
<br />otherwise requires, words in the singular number or in the plural number shall each include the
<br />singular number or the plural number, words of the masculine gender shall include the feminine
<br />and neuter, and, when the sense so indicates, words of the neuter gender shall refer to any
<br />gender. The Parties acknowledge and agree that: (i) this Continuation Agreement is the result of
<br />negotiations between the Parties and shall not be deemed or construed as having been drafted by
<br />any one Party, (ii) each Party and its counsel have reviewed and negotiated the terms and
<br />provisions of this Continuation Agreement (including, without limitation, any exhibits and
<br />schedules attached hereto) and have contributed to its revision, (iii) the rule of construction to the
<br />effect that any ambiguities are resolved against the drafting Party shall not be employed in the
<br />interpretation of this Continuation Agreement, and (iv) the terms and provisions of this
<br />Continuation Agreement shall be construed fairly as to both Parties and not in favor of or against
<br />either Party, regardless of which Party was generally responsible for the preparation of this
<br />Continuation Agreement.
<br />10.7 Relationship of the Parties. Operator is an independent contractor and neither
<br />Operator nor its employees shall, under any circumstances, be considered employees, servants,
<br />or agents of MTC, nor shall MTC nor its agents or employees be considered employees,
<br />servants, or agents of Operator. At no time during the Term or otherwise shall Operator, its
<br />employees, or agents, represent to any person or entity that Operator and its employees are acting
<br />on behalf of, or as an agent of, MTC or any of its employees. MTC shall not be legally
<br />responsible or liable for any negligence, intentional act, or other wrongdoing by or of Operator,
<br />its employees, servants, agents, subcontractors, suppliers, or manufacturers of goods or services
<br />provided by Operator pursuant to this Continuation Agreement. MTC will not withhold
<br />payments to Operator for any federal or state unemployment taxes, federal or state income taxes,
<br />Social Security tax, or any other amounts for benefits to Operator. MTC will not provide to
<br />Operator any insurance coverage or other benefits, including Workers' Compensation, normally
<br />provided by MTC for its employees. This Continuation Agreement does not constitute and shall
<br />not be construed as constituting a partnership or joint venture or grant of a franchise between the
<br />Parties.
<br />10.8 Cooperation. The Parties agree to execute such further instruments and to take
<br />such further action as may reasonably be necessary or helpful to carry out the intent of this
<br />Continuation Agreement.
<br />10.9 Failure or Delay in Performance. Operator shall not be held responsible for
<br />failure to perform the duties and responsibilities imposed by this Continuation Agreement if such
<br />failure is due to Event of Force Majeure, beyond the control of Operator, that make performance
<br />impossible or illegal, unless otherwise specified in this Continuation Agreement; provided that
<br />the Operator (in order to not be held responsible for failure to perform) shall have given MTC
<br />Project Manager written notification of such failure, event, or occurrence beyond the control of
<br />Operator not later than 48 hours after the beginning of such failure, event, or occurrence.
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