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BOOK 20 P.-GF 6 O <br />C. By any party if another materially defaults in its performance of this Agreement and such <br />default continues without cure for a period of sixty days after the terminating party provides written notice <br />to the defaulting parry specifying the nature of the default; <br />d. By any party, at its option, if any court, or governmental or regulatory agency issues to <br />another parry an order or finding of impairment or insolvency, or an order to cease and desist from writing <br />business. The party receiving notice of an order or finding must provide the others written notice within <br />two business days of receipt; <br />e. By any party if another party: (i) makes an assignment for the benefit of creditors; (ii) <br />has a petition filed (whether voluntary or involuntary) under Title I I of the United States Code, or any <br />other similar statute now or hereafter in effect; (iii) has a receiver, custodian, conservator, or trustee <br />appointed with respect to all or a substantial part of its property; or (iv) has a proceeding commenced <br />against it which substantially impairs performance hereunder; or <br />I. By AdvancePCS, immediately on written notice to Member County or Customer, if (i) <br />either fails to comply with the provisions of Section 3.1 of this Agreement, or (ii) AdvancePCS determines, <br />in its sole discretion that Member County or Customer's program may not fully comply with all applicable <br />Laws. <br />7,3 Effect of Termination and Survival. <br />Sections 4, 5 and 6 of this .Agreement, and obligations arising under this Agreement prior to the <br />effective date of any termination, will survive termination. <br />8. NOTICES. <br />All notices under this Agreement must be in writing, delivered in person, sent by certified mail, delivered by air <br />courier, or transmitted by facsimile and confirmed in writing (by air courier or certified mail) to a party at the <br />facsimile number and address shown in this Agreement. A parry may notify the other party of any changes in the <br />listed address or facsimile number in accordance with the provisions of this Section. All notices are effective upon <br />receipt. <br />Notices to AdvancePCS must be addressed as follows: <br />Vice President, Client Contract Services <br />Caremark Inc. <br />2211 Sanders Road, NBT9 <br />Northbrook. IL 60062 <br />Fax No.: 847-559-4302 <br />With a copy to <br />Managing Counsel, Client and Account Services <br />Caremark Inc. <br />2211 Sanders Road, NBT9 <br />Northbrook. 11. 60062 <br />Fax No.: 847-559-4879 <br />Notices to Customer must be addressed as follows: <br />National Association of Counties <br />440 First Street. NW <br />Washington. DC 20001 <br />Attn: Mr. Andrew Goldschmidt, Director, Membership Marketing <br />NAOC k2 v2.cuc (07/06/2009) IRxC1ainiI I'nce 8 of U <br />This document contains proprotar, information of AdvancePCS_ and mac not be used for anv purpose other thint to evaluate entering into a <br />relationship kith Ad, ancel'CS. nor mar it be duplicated or disclosed to others for atn' purpose. <br />