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PACE Provider may assign this Agreement in connection with a merger or the sale of all or substantially all of its assets or equity ownership without the prior written consent of any other party provided that the successor expressly assumes all of the obligations, including this Agreement, and confirms all of the representations, warranties and covenants of PACE Provider hereunder. 12 Method and Place of Giving Notice. All notices shall be made in writing and shall be given by personal delivery or by U.S. Mail or courier service to: TO: ABAG: Address Email address: TO: PACE PROVIDER: Email address: When a notice is given by a generally recognized overnight courier service,the notice shall be deemed received on the next business day. When a copy of a notice is sent by facsimile or email,the notice shall be deemed received upon transmission as long as (1) the original copy of the notice is promptly deposited in the U.S. mail and postmarked on the date of the facsimile or email, (2)the sender has a written confirmation of the facsimile transmission or email, and (3)the facsimile or email is transmitted before 5 p.m. (recipient's time). In all other instances, notices shall be effective upon receipt by the recipient. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this paragraph. 13 Miscellaneous Provisions. 13.1 No Waiver of Breach. The waiver by a party of any breach of any term or promise contained in this Agreement shall not be deemed to be a waiver of such term or provision or any subsequent breach of the same or any other term or promise contained in this Agreement. 13.2 Construction. To the fullest extent allowed by law,the provisions of this Agreement shall be construed and given effect in a manner that avoids any violation of statute, ordinance, regulation, or law. The parties covenant and Regional Collaborative Services Agreement for PACE Financing—ABAG and [PACE Provider] Page 12 of 15