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grounds that such documents, records or information are alleged by Chesapeake to contain proprietary information, provided that this requirement shall not be deemed to constitute a waiver of Chesapeake's right to assert that the proprietary information contained in such documents, records or other information, should not be disclosed and to withhold such information upon the agreement of Portsmouth. In order to determine the validity of such assertion and withholding by Chesapeake, Portsmouth agrees to review the alleged proprietary information at Chesapeake's premises, subject to the terms as reasonably determined by the parties, and, to limit access to the alleged proprietary information to those individuals who require the information in the exercise of Portsmouth's rights under this Agreement, as reasonably determined by the parties. If the City Attorney concurs with Chesapeake's assertion regarding the proprietary nature of such information, Portsmouth will not disclose such information to any Person and will not remove from Chesapeake's premises the proprietary portion of any document or other tangible thing that contains such proprietary information. If Portsmouth City Attorney does not concur with such assertion, then Chesapeake shall promptly provide such documents, including the alleged proprietary portion thereof, to Portsmouth, provided that Chesapeake shall not be required to provide the proprietary portion thereof if it promptly notifies Portsmouth of its intentions to challenge the Portsmouth City Attorney's decision or during the pendency of any court challenge to such provision. The labeling of documents, records or other information as proprietary shall be the sole responsibility of Chesapeake. ARTICLE V MISCELLANEOUS TERMS Section 5.01 Transfer of ownership. Notwithstanding any provision of this Agreement, neither Party may not assign, transfer, lease, or sell any of the rights and privileges granted hereunder without the approval of the other Party's City Manager. Any assignment, transfer, lease or sale of any rights and privileges granted hereunder to any of Affiliates or any party providing financing to a Party, shall not be effective until the assignee, transferee, lessee, or the purchaser, including an Affiliate, has filed with the other Party a duly executed instrument reciting the fact of such assignment, transfer, lease or sale and accepting the terms of the Agreement and agreeing to perform all of the conditions thereof. Section 5.02 Authority. Both Parties warrant and represent that they have obtained all necessary and appropriate authority and approval from all applicable federal and state agencies or authorities, and upon request will provide evidence of such authority. Section 5.03 Other Remedies. Nothing in this Agreement shall be construed as waiving or limiting any rights or remedies that Chesapeake or Portsmouth may have, at law or in equity, for enforcement of this Agreement. Section 5.04 Severability. If any section, subsection, sentence, clause, phrase, or other portion of this Agreement, or its application to any person, is, for any reason, declared invalid, in whole