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<br /> and all costs incurred by BMS as a result of such action,including costs of court and,to the extent permitted by law,
<br /> reasonable attorney's fees.
<br /> ARTICLE 6-LIMIT'S OF LIABILITY
<br /> 1. Except for the obligation to pay for services rendered,neither party shall be liable for its failure to perform hereunder,in
<br /> whole or in part,due to contingencies beyond its reasonable control,including,but not limited to,strikes or other labor
<br /> disputes,riots,sabotage,war,fires,flood,weather,government action,changes in law,mechanical breakdown,injunction,
<br /> compliance with any law,regulation,guideline or order of any government body,whether now existing or hereafter
<br /> created.
<br /> ARTICLE 7-ASSIGNMENT
<br /> 1. Non-assignability.This agreement shall not be assigned or delegated in whole or in part by Client,unless approved In
<br /> writing by BMS.
<br /> 2. Assignment to an Operator or Financing Institution. BMS may transfer any and all of its rights in this agreement in whole or
<br /> in part to a facility operator. BMS may delegate all or any of its obligations to a qualified hauler or disposer. All or any part
<br /> of BMSs rights hereunder may be assigned to a Trustee pursuant to BMSs financing requirements,and Client specifically
<br /> consents to any such assignment by its execution of this agreement. Notwithstanding any such transfer,delegation,or
<br /> assignment,RMS shall remain fully obligated hereunder.
<br /> 3. This agreement shall be binding upon the successors and the assignees of the parties hereto,and no provision,terms or
<br /> obligation herein contained shall be affected,modified,altered or changed in any respect whatsoever by any change in the
<br /> regular status,ownership or management of either party herein.
<br /> 4. Assignment by mutual consent not to be unreasonably withheld.
<br /> ARTICLE 8-SAV1 USE
<br /> 1. In case any one or more of the provisions contained in this agreement shall for any reason,be held to be invalid,illegal,or
<br /> unenforceable in any respect,such invalidity or unenforceability shall not affect any other provisions in this agreement;this
<br /> agreement shall be construed as if such invalid,illegal,or unenforceable provision had never been contained herein,unless
<br /> such finding shall impair the rights or obligations of BMS,hereunder,in which event,at BMSs option,this agreement may
<br /> be terminated.
<br /> ARTICLE 9-INDEMNITY
<br /> I
<br /> 1. BMS agrees to indemnity and hold client and its directors,shareholders,agents and representatives harmless for any loss,
<br /> damages,suits,penalties,costs,liabilities and expenses(including but not limited to reasonable Investigation and legal
<br /> expenses)arising out of any claim for loss or damage to property,including Clients property and injuries to or death of
<br /> persons not the fault of client and caused by or resulting from BMS!s gross negligence or Willful misconduct or BMS's breach
<br /> of this Agreement.
<br /> 2. Client hereby agrees to indemnify and hold 8MS and its directors,shareholders,agents and representatives harmless for
<br /> any loss,damages,suits,penalties,costs,liabilities and expenses(including but not limited to reasonable investigation and
<br /> legal expenses)arising out of any claim for loss or damage to property,and not the fault of 8MS and(I)caused by or
<br /> resulting from Clients gross negligence or will full misconduct or Clients breach of this agreement;or(4)caused by or
<br /> resulting from Clients providing to BMS of excluded waste.
<br /> ARTICLE 10-INDEPENDENT CONTRACTOR
<br /> 1. BMSs relationship with Client under this agreement shall be that of an independent contractor. BMS Is to exercise its own
<br /> discretion on the method and manner of performing its duties,and Client will not exercise control over BMS or Its
<br /> employees except insofar as may be necessary to ensure performance and compliance with this agreement. The
<br /> employees,methods,equipment and facilities used by BMS shall at all times be under its exclusive direction and control.
<br /> Nothing in this agreement shall be construed to designate SMS,or any of Its employees,as employees,agents,or partners
<br /> of Client.
<br /> ARTICLE 11-AMENDMENT AND WAIVER
<br /> 1. Except as otherwise provided,this agreement may be amended from time to time only by an instrument In writing signed
<br /> by the parties to this agreement at the time of such agreement. No provision of this agreement can be waived except by a
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