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<br />6. Inurement. This Assignment shall inure to the benefit of and be binding upon Assignor <br />and Assignee, and their respective assigns and successors in interest. <br /> <br />7. Governing Law. This Assignment shall be governed by and construed in accordance <br />with the laws of the State of California. <br /> <br />8. Counterparts. This Assignment may be signed by the parties in different counterparts and <br />the signature pages combined to create a document binding on all parties. <br /> <br />9. Indemnification. Each party hereto shall indemnify and hold the other party harmless <br />from and against any third-party claim, or other similar expense or loss (including reasonable <br />attorney's fees) suffered by such other Party caused by or arising from that party's breach of the <br />terms, conditions or covenants contained herein. <br /> <br />[SIGNATURES ON FOLLOWING PAGE] <br /> <br />Exhibit E <br /> <br />40836735.16 <br />