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COOPERATIVE AGREEMENT NO. C-94-859 <br />1 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. <br />2 6.05 Headings and Subtitles. Headings and subtitles of this Agreement have been used for <br />3 convenience only and do not constitute matter to be considered as interpreting this Agreement. <br />4 6.06 Attorneys Fees. In the event of any dispute hereunder or any proceeding to enforce the <br />5 provisions hereof, the prevailing Party in such dispute or proceeding shall be entitled to recover, <br />6 among other things, all costs, reasonable attorney's fees and reasonable disbursements, <br />7 regardless of whether such dispute or proceedings are handled by attorneys or employees of <br />8 such Party or outside counsel. "Prevailing Party in dispute or proceeding" shall be the Party who <br />9 obtains substantially all the relief sought by such Party in such action or proceedings, regardless <br />10 of whether final court judgment is entered. <br />11 6.07 No Waiver on Default. No waiver of any right or failure to exercise any remedy with respect <br />12 to any matter or event which is the subject of this Agreement shall be or be deemed to be a waiver <br />13 of such right or remedy with respect to any other matter or event, or to constitute a precedent for <br />14 purposes of interpretation of this Agreement. <br />15 6.08 Governing Law. This Agreement shall be governed by and shall be construed in accordance <br />16 with the laws of the State of California. <br />17 ARTICLE 7. TERMINATION OF AGREEMENT <br />18 This Agreement shall commence on the date this Agreement is, executed by both Parties <br />19 and shall constitute the Parties' agreement with respect to the matters addressed herein from that <br />20 date forward. The term of the Agreement shall continue until: <br />21 a. The AUTHORITY or a properly designated assignee of AUTHORITY discontinues <br />22 to utilize SARTC to serve commuter/intercity passengers. <br />23 b. The sale or transfer of title of the Commuter/Intercity Rail Station; <br />24 C. The assignment by a Party without providing prior written notice to the other Party <br />25 of any of the rights, title, or obligations set forth in this Agreement as it relates to the <br />26 Commuter/Intercity Rail Station shall give rise to the right of the non-assigning Party to terminate; <br />27 d. The involuntary transfer by a Party of any of the rights, title or obligations set forth <br />Page 11 of 13 <br />I:\ca mm\clerica I\wordp roc\agre a\a g94859fi na 1.051717vr1.docx <br />