RECEIPT REQUESTED.
NO NOTICE OR REPORT SHALL BE EFFECTIVE UNTIL RECEIVED BY THE PARTY TO WHOM IT IS
ADDRESSED.
THE ADDRESSES OF THE PARTIES FOR NOTICES AND REPORTS ARE AS FOLLOWS:
If to the Company:
Lumbermens Mutual Casualty Company
1 Kemper Drive
Long Grove, IL 60049-0001
Attention: General Counsel
If to National Union:
AIG Risk Management
Compliance Division
175 Water Street, 27th Floor
New York, NY 10038
Attention: George Turpin, Jr. Compliance
Director
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If to Insured:
Labor Ready, Inc.
1015 A Street
Tacoma, WA 98401
Attention: Mr. Derrek Gafford
with a copy to:
Stephen Schwab
Piper Rudnick LLP
203 N. La Salle, Suite 1900
Chicago, Illinois 60601
Changes in notice addresses or recipients may be made by the Company, National
Union or Insured by following the procedure specified in this Section 11.2
rather than the procedure for amendment of this Agreement.
11.3
INCONTESTABILITY.
IN CONSIDERATION OF THE MUTUAL
COVENANTS AND AGREEMENTS CONTAINED HEREIN, EACH PARTY HERETO DOES HEREBY AGREE
THAT THIS AGREEMENT, AND EACH AND EVERY PROVISION HEREOF, IS AND SHALL BE
ENFORCEABLE BY AND BETWEEN THEM ACCORDING TO ITS TERMS, AND EACH PARTY DOES
HEREBY AGREE THAT IT SHALL NOT, DIRECTLY OR INDIRECTLY, CONTEST THE VALIDITY OR
ENFORCEABILITY HEREOF.
11.4
ERRORS AND OMISSIONS.
ANY INADVERTENT DELAY,
OMISSION OR ERROR SHALL NOT BE HELD TO RELIEVE EITHER PARTY HERETO FROM ANY
OBLIGATION UNDER THIS AGREEMENT IF SUCH DELAY, OMISSION OR ERROR IS RECTIFIED
IMMEDIATELY UPON DISCOVERY.
11.5
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING THE
RECITALS, TOGETHER WITH THE NOVATION ENDORSEMENTS CONSTITUTES THE ENTIRE
AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS, PROPOSALS, AND NEGOTIATIONS,
BOTH WRITTEN AND ORAL, AMONG SUCH PARTIES WITH RESPECT TO SUCH SUBJECT MATTER.
11.6
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
COUNTERPARTS (OR BY COUNTERPART SIGNATURE PAGES), EACH OF WHICH SHALL BE DEEMED
AN ORIGINAL AND ALL OF WHICH CONSTITUTE ONE AND THE SAME INSTRUMENT.
THE
EXCHANGE OF COPIES OF THIS AGREEMENT AND OF SIGNATURE PAGES BY FACSIMILE
TRANSMISSION OR BY ELECTRONIC MAIL SHALL CONSTITUTE EFFECTIVE EXECUTION AND
DELIVERY OF THIS AGREEMENT AS TO THE PARTIES AND MAY BE USED IN LIEU OF THE
ORIGINAL AGREEMENT FOR ALL PURPOSES.
SIGNATURES OF THE PARTIES TRANSMITTED BY
FACSIMILE OR ELECTRONIC MAIL TRANSMISSION SHALL BE DEEMED TO BE THEIR ORIGINAL
SIGNATURES FOR ALL PURPOSES.
11.7
NO THIRD PARTY BENEFICIARIES.
NOTHING IN THIS
AGREEMENT IS INTENDED OR SHALL BE CONSTRUED TO GIVE ANY PERSON, OTHER THAN THE
PARTIES HERETO, THEIR SUCCESSORS AND PERMITTED ASSIGNS, ANY LEGAL OR EQUITABLE
RIGHT, REMEDY OR CLAIM UNDER OR IN RESPECT OF THIS AGREEMENT OR ANY PROVISION
CONTAINED HEREIN.
11.8
ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS
AND PERMITTED ASSIGNS.
NEITHER THIS AGREEMENT NOR ANY RIGHT HEREUNDER MAY BE
ASSIGNED BY ANY PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
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11.9
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED
BY AND