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into this Agreement and to consummate the transactions contemplated herein. Each <br />Party to the Agreement further represents and warrants that she/he/it/they have had <br />adequate time, as provided under the law, to consider this agreement. <br />E. Consultation With Counsel: Each Party acknowledges that he/it has been <br />represented by counsel and has received independent legal advice regarding the <br />negotiation and execution of the Agreement. Each Party agrees that any rule of <br />interpretation or construction to the effect that ambiguities are to be resolved against the <br />drafting party shall not be employed in the interpretation, construction or enforcement of <br />the Agreement. <br />F. Interpretation: The interpretation, construction, and performance of this <br />Agreement, and the rights and remedies of the Parties hereunder, shall be governed by <br />the provisions of the laws of the State of California, without regard to principles of conflicts <br />of laws. <br />G. No Admission of Liability: Nothing in the Agreement or any negotiations <br />or proceedings in connection therewith shall constitute or be deemed or claimed to be <br />evidence of an admission of any liability by any Party, or of the merit or lack of merit of any <br />claim or defense of any Party. All communications (whether oral or in writing) between <br />and/or among the Parties, their counsel and/or their respective representatives relating <br />to, concerning or in connection with this Agreement, or the matters covered herein, shall <br />be governed and protected in accordance with Rule of Evidence regarding settlement <br />discussions/negotiations to the fullest extent permitted by law. <br />H. Prevailing Party Fees: Each of the Parties shall bear their own costs <br />associated with the negotiation, implementation and enforcement of this Agreement, <br />provided, however, that in the event that the any party hereto brings an action to enforce <br />this Agreement, then the prevailing Party in any such enforcement action shall be entitled <br />to seek reasonable attorney's fees and related costs; provided further, however, that if a <br />party brings an enforcement action, it shall not be entitled to prevailing party attorney's <br />fees unless it gave the other party 30 -days prior written notice of its intent to bring the <br />action and an opportunity to cure during that 30 -day notice period before bringing the <br />action. <br />I. Full Agreement: This Agreement sets forth the entire agreement between <br />the Parties regarding the subject matter covered herein, and supersedes any and all prior <br />oral or written communications between the Parties regarding the subject matter covered <br />herein. The Agreement may not be modified or amended except in writing signed by <br />each Party. <br />J. Counterparts: This Agreement shall be effective only after all parties <br />have signed the Agreement in the spaces provided below. This Agreement may be <br />executed in multiple counterpart copies, each of which shall be deemed an original. <br />Facsimile or electronic signatures can serve as original signatures. <br />Page 6 of 7 <br />