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shall be given to: <br /> <br /> Industrial Development Authority of the City of Portsmouth <br /> ATTN: Douglas Smith, Director of Economic Development <br /> 200 High Street <br /> Portsmouth, Virginia 23704 <br /> <br />(c) All notices, demands or requests from the IDA to the City shall be given <br /> <br /> City Manager <br /> City Hall, 801 Crawford Street <br /> Portsmouth, Virginia 23704 <br /> <br /> (d) Either party may change its address for notices from time to time by <br />giving notice of its new address to the other party pursuant to this Section. <br /> <br /> 3.2 Assignment. Neither the City nor the IDA shall have the right to assign or <br />transfer its respective rights, liabilities and obligations under this Cooperation Agreement to any <br />person without the prior written consent of the other parry. This Cooperation Agreement shall be <br />binding upon, inure to the benefit of and be enforceable by the City and the IDA and their <br />respective successors and permitted assigns. <br /> <br /> 3.3 No Third Parry Beneficiaries. No person shall be a third parry beneficiary of this <br />Cooperation Agreement. <br /> <br /> 3.4 Entire Agreement; Amendments. This Cooperation Agreement constitutes the <br />entire understanding between the parties with respect to the subject matter hereof and supersedes <br />all prior negotiations, representations, statements or agreements, whether written or oral, between <br />the parties hereto. It may be amended only by a written agreement executed and delivered by <br />each party hereto. <br /> <br /> 3.5 Relevant Law. This Cooperation Agreement shall be governed by Virginia law. <br /> <br /> 3.6 Partial Invalidity. If any term or provision of this Cooperation Agreement or the <br />application thereof to any person or circumstance shall to any extent be held invalid or <br />unenforceable by a court of competent jurisdiction, the other provisions of this Cooperation <br />Agreement, or the application of such provisions to persons or circumstances other than those to <br />which it is held invalid or unenforceable, shall not be affected thereby and each provision of this <br />Cooperation Agreement shall be valid and be enforced to the fullest extent permitted by law. <br /> <br /> 3.7 Counterparts. This Cooperation Agreemem may be executed in two counterparts <br /> <br /> -3- <br /> <br /> <br />