Resolutions-2025-010

11. No Waiver; Modifications in Writing. No failure or delay on the part of a Party in exercising any right, power or remedy under this Settlement Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for in this Settlement Agreement are exclusive. No amendment, modification, supplement, termination or waiver of or to any provision of this Settlement Agreement, or consent to any departure therefrom, shall be effective unless the same shall be in writing and signed by the Parties. Any amendment, modification or supplement of or to any provision of this Settlement Agreement, any waiver of any provision of this Settlement Agreement, and any consent to any departure from the terms of any provision of this Settlement Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. 12. Governing Law. This Settlement Agreement is entered into and performable in substantial and material part in Iowa and shall be governed by and construed in accordance with the laws of the State of Iowa. 13. Relationship. Nothing contained in this Settlement Agreement and no action taken or failed or omitted to be taken by a Party pursuant hereto shall be deemed to constitute the Parties a partnership, an association, a joint venture or other entity. 14. Construction; Careful Review. This Settlement Agreement shall not be construed more strongly against a Party regardless of who was more responsible for its preparation. The Parties acknowledge that each has carefully read this Settlement Agreement, and understands its terms and conditions without reservation. The Parties acknowledge that each has had ample opportunity to consult with legal counsel of choice regarding this Settlement Agreement, and each has not relied on any representations or statements of the other Parties or their counsel with respect to the subject matter of this Settlement Agreement. Furthermore, subject to the terms and conditions contained in this Settlement Agreement, each Party understands that, this is a full, complete, and final release, and that each is forever relinquishing and releasing any and all claims each Party has or may have against the other Parties, relating to the Released Matters.