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epidemics, pandemics, acts of God, disruptions in orderly trading on any relevant exchange or market, or <br />any other cause that is beyond the reasonable control of either party. <br />12.8. Severability. The provisions of this MSA are severable, and if for any reason a clause, <br />sentence, paragraph or provision of this MSA is determined to be invalid by a court or federal or state <br />agency, board or commission having jurisdiction over the subject matter thereof, such invalidity will not <br />affect other provisions of this MSA that can be given effect without the invalid provision. <br />12.9. Notices. All formal notices required by this MSA will be in writing and shall be sent to <br />Empower as set forth below and to the most current Plan Sponsor and trustee address on file with <br />Empower. All notices sent shall be effective upon receipt. <br />Notice To Empower: <br />Empower <br />8515 East Orchard Road <br />Greenwood Village, CO 80111 <br />Attn: Market Segment Head <br />With a copy to: <br />Empower <br />8515 East Orchard Road <br />Greenwood Village, CO 80111 <br />Attn: General Counsel <br />12.10. Headings; Defined Terms; Counterparts. Section headings used in this MSA are <br />intended for reference purposes only and shall not affect the interpretation of this MSA. Unless the context <br />requires otherwise, capitalized terms defined in this MSA have the meanings set forth herein for all <br />purposes of this MSA, including any Schedules or Exhibits. This MSA may be executed in counterparts, <br />each of which shall be deemed an original, but all of which together shall constitute one and the same <br />agreement. The parties' execution and delivery of this MSA by facsimile, email, or electronic copies shall <br />have the same force and effect as execution and delivery of an original. <br />12.11. No Tax or Legal Advice. Nothing in this MSA is intended to constitute legal or tax advice <br />from Empower to Plan Sponsor, or to any other party. Plan Sponsor understands that Empower has not <br />given and may not give legal advice. All issues should be reviewed and discussed with Plan Sponsor's <br />legal counsel and/or tax adviser. <br />12.12. Survival. The provisions of the following sections shall survive the termination of this <br />MSA: Fees & Charges; Confidentiality; Data Protection; Record Retention; Intellectual Property Rights; <br />Indemnification; Limitation of Liability; Dispute Resolution; Governing Law; Waiver of Jury Trial; Survival; <br />Severability; Transition Assistance Services; No Tax or Legal Advice; No Third -Party Beneficiaries; and <br />any other section that would by its context be reasonably expected to survive termination. <br />12.13. Signatures/Corporate Authenticity. By signing this MSA, the parties certify that they <br />have read and understood It, that they agree to be bound by its terms, and that they have the authority to <br />sign it. This MSA is not binding on either party until signed by both parties. <br />City i y ounCI - 19 —13 9/19/2023 <br />