Common use of APPLICABLE LAW, INTEGRATION AND MODIFICATION Clause in Contracts

APPLICABLE LAW, INTEGRATION AND MODIFICATION. 8.1 This Agreement shall be construed and enforced in accordance with the laws of Georgia, not including any conflicts of laws provisions thereof. The UN Convention on Contracts for the International Sale of Goods shall not apply. 8.2 This Agreement comprises the full and final understanding between S-A and Customer, and merges and supersedes any and all other agreements, understandings or representations, written or oral, with respect to the subject matter hereof. It may not be modified except by a writing signed by authorized representatives of both S-A and Customer, and referring specifically to this Agreement. 8.3 Any attempt by Customer to assign this Agreement shall be void unless the assignment is incidental to the sale of the Designated Equipment. 8.4 If any provision of this Agreement is found by a court or other jurisdictional body to be invalid or unenforceable, the remaining terms and conditions shall continue in full force and effect. Waiver by any party of the breach of a provision of this Agreement by the other party shall not be construed as a continuing waiver of such provision or waiver of any other breach of any other provision of this Agreement. AGREED: GULF POWER COMPANY, INC. ACCEPTED AND APPROVED: SCIENTIFIC-ATLANTA, INC. By By Printed Name Printed Name Title Title Date Date DATED SEPTEMBER , 1996 (THE “AEM AGREEMENET”) FOR AND IN CONSIDERATION of the agreement of Scientific-Atlanta, Inc. (“S-A”) to sell products to the undersigned pursuant to the AEM Agreement, the undersigned hereby represents, warrants, covenants and agrees as follows: 1. The undersigned, , qualifies as an “Approved Purchaser” under the Agreement. 2. The undersigned is purchasing products and services from S-A. 3. The undersigned will comply with the requirements of the AEM Agreement as they apply to Approved Purchasers and shall be entitled to the rights and benefits of the AEM Agreement as provided therein, except as otherwise specifically agreed in writing by the undersigned and S-A. 4. Capitalized term used in this Agreement and not otherwise defined shall have the meanings ascribed thereto in the AEM Agreement. This Agreement shall be governed and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles.