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A Notice that is sent by certified mail or registered mail shall be deemed given forty-eight (48) hours after it is mailed. If any time period in this Agreement commences upon the delivery of Notice to anyone or more parties. the time period shall commence only when all of the required Notices hove been deemed given. 10.3 Headings The various headings in these Terms and Conditions are inserted for convenience only. and shall not affect the meaning or Interpretation of these Terms and Conditions or any section or provision hereof. 10.4 Assignment Neither party shall have the right to assign any of its rights nor delegate any of its obNgations under the Agreement . without the prior written consent of the .other party, provided that such consent shall not' be urreasonably withheld, except that Intergraph may assign its rights and obfigatlons under the Agreement. without the approval of Customer, to an entity which acqures all or substantially all of the assets of Jntergraph or of the Intergraptl division fumlshlng services under the Agreement. or to any subsidiary, affilIate or successor In a merger or acquisition of Intergraph. or In the case of Individual products or product lines. Inter graph may assign its rights and obligaffons under the Agreement for the producf or product line, without the approval of Customer to an entity which acquires all or substantialy all of the product or product line asset. 10.5lnterpretotlon The Agreement shall for all purposes be construed and enforced under and in accordance with the Laws of the State of Alabama and shall have been deemed to have been executed in HuntsvRle. Alabama. The parties agree that any legal actIon or proceeding relating to the Agreement shag be ins1ltuted In the Circuit CoLlf for Madison County, Alabama or the United states DIstrict Court for the Northem District of Alabama. Northeastern DMsion. The parties agree to submit to the jurfsdicffon of and agree that venue is proper in these courts in any such legal action or proceedings. 10.6 SeverabDiIy . Whenever possible, each provision of the Agreement and each related document shall be interpreted in such a manner as to be effective and vand under applicable law. However. If any provision of the Agreement or any related document shall be prohibited by or invalid under applicable law, S\Jch provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of the Agreement or such related document. 10.7 No Waiver Any failure by either party to enforce performance of the Terms and Conditions of the Agreement shall not constitute a watver of. or affect said party's right to avail itself of such remedies as it may have for any subsequent breach of the terms of the Agreement. 10.8 Force Majeure . Except for payment obligation hereunder, neither party shall be liable for any failure to perform or observe .any of its obligations under this Agreement for as long as and to the extent that such' performance is prevented or hindered by any circumstances beyond Its reasonable control. By way of example and not . limitation, such causes may include acts of God or public enemies: labor disputes: acts of local, state. or national govemments or public agencies; utility or communications failure; fire; flood; epidemics; riots; or . strikes. The time for performance of any right or obligation delayed by such events wi/l be postponed for a .period equal to the delay. If, however, a party is subject to a force majeure that endures for more than slxfy (60) days, the other party has a right to terminate the Agreement. ~ . i , ! I , I. I I f I. I. Ii I I I i i I