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a. By any party, with or without cause, at the anti of the htitlel Term or any renewal term, by <br />giving written notice to the others at least 60 days prior to the end of such Initial Term or ronewal term; <br />b. Automatically, if the parties are unable to agree on an equitable adjnhnent under Section 6.3 <br />of this Agreement; <br />c. By any party if another materially defauhs in its performance of this Agreement and such <br />default continues without cure for a period of sixty days aRer the terminating parry provides written notice to <br />the defaulting party specifying the nature of the default; <br />d. By any party, at its option, if any court, or governmental or rogulatory agency issues to <br />enoUter party an order or finding of impairment or inolveacy, or an order to cease and desist from writing <br />bnineas. The party,receiving notice of an order or finding must provide the others written notice within two <br />business days of receipt; <br />e. By any parry if another party: (i) makes an uaigmnat forthe benfit of creditors; (ii) has e <br />petition filed (whether voluntary or involuntary) under Title 11 of the United States Code, or any other similar <br />ablate now or hereaRer in effect; (iii) hsa a receiver, custodian, conservator, or trustee appointed with respect <br />to all or a eubatantiel part of ib property; or (iv) has a proceeding commenced against it which aubetantially <br />impair perforrmnce hereunder; or <br />L By Caremark, immediately on written notlce to Member County or Customer, if (i) either <br />fails to comply witlr the provision of Section 3.1 of this Agroement, or (ii) Caremark determiaee, in its sole <br />discretion that Member County or Customer's program may rat fWly comply with all applicable Lawn. <br />7.3 Effect of Ttlrmlaation and Survival. <br />Sections 4, S and 6 of this Agreement, and obligations arising under this Agreerrant prior to the <br />effective date of any terminatinn, will survive termimtion. <br />8. NOTICES. <br />All notices tinder this Agreement moat be io writing, delivered in person, seat by certlfied mail, delivered by air courier, <br />or transmitted by facaimUe and confirmed in writing tby air cornier or cerbified maU) to a party at the facsimile number <br />and addmsa shown is this Agroement. A party may notify Use other party of any changes is the listed address or <br />facsimile number in accordanQe with Use provision of this 3ectloa. All notices aro effective upon receipt. <br />Notitxu to Caremark moat be addressed as follows: <br />Vice President, Client Contract Services <br />Caremark Inc. <br />2211 Sandals Road, NBT9 <br />Northbrook, IL 60062 <br />Fax No.: 847-339-4302 <br />With a copy to: <br />Manging Counsel, Client and Account Services <br />Caremark Inc. <br />2211 Sanders Road, NBT9 <br />Northbrook, IL ti0062 <br />Fex No.: 847-339.4879 <br />Notices to Customer must be addressed as follows: <br />Netionl Association of Counties <br />NACo k4-v7.doc (S/7JN6) Itt:Ctaim~ Pace 8 of 14 <br />This document conaina proptieWry intonnatian of Catertnrk, and may not be used for my purpose <br />with Ceromsrk, nor rtwy it be dupllea[Od or dixlwed to others Por any purptne. <br />to evuwta entenng into ^ <br />