TranSystems Corporation - LGM Construction

corporation in any merger or other corporate reorganization involving FedEx, or (iii) the
purchaser of all or substantially all of FedEx’s assets. Without limiting the generality of the
foregoing, Contractor may not assign its rights to any payments that become due to it under the
terms of this Agreement without FedEx’s prior written consent.
Section 28.02. Time Calculations.
If the final day of any period within which a party
must perform an obligation or within which an event must occur is a Saturday, Sunday or Legal
Holiday, that period will be automatically extended to the next calendar day that is not a
Saturday, Sunday or Legal Holiday. The term “Legal Holiday” means any holiday generally
observed by financial institutions in Memphis, Tennessee. The term “days,” as used in this
Agreement, will mean calendar days unless the parties specified “business days” in the applicable
provision.
Section 28.03. Section Headings and Captions.
All section headings and captions used
in this Agreement are purely for convenience and will not affect the interpretation of this
Agreement.
Section 28.04. Exhibits.
All Exhibits described in this Agreement are incorporated in
and made a part of this Agreement, except that, if any inconsistency between this Agreement and
the provisions of any Exhibit exists, the provisions of this Agreement will control. Terms used
in an Exhibit and also used in this Agreement have the meanings established in this Agreement.
Section 28.05. Applicable Law.
The laws of the state where the Site is located will
govern the interpretation and enforcement of this Agreement and, in those instances where
Article 26 does not apply, the parties submit to the jurisdiction of any appropriate court within
that state for adjudication of disputes arising from this Agreement. The foregoing choice of
jurisdiction is mandatory and not permissive in nature and precludes the possibility of litigation
or trial in any jurisdiction other than as specified above.
Section 28.06. Amendments.
Except as otherwise provided to the contrary, the parties
may modify this Agreement solely by means of written agreements signed on behalf of FedEx
and Contractor by their respective authorized representatives.
Section 28.07. Entire Agreement.
This Agreement supersedes all prior understandings,
representations, negotiations and correspondence between the parties and constitutes the entire
agreement between them with respect to the matters described in this Agreement, and no course
of dealing, course of performance or usage of trade will modify or affect the terms of this
Agreement.
Section 28.08. Legality of Provisions.
The invalidity, illegality or unenforceability of
any provision of this Agreement will not affect or impair the validity, legality and enforceability
of the remaining provisions of this Agreement.
Section 28.09. No Waiver. The failure or delay of either party to insist in any one or
more cases upon the strict performance of, or adherence to, any of the terms, covenants and
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