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31. FORCE MAJEURE <br />Failure of a Party to perform its obligations under this Agreement by reason of any of the <br />following shall not constitute an event of default or breach of this Agreement: strikes, picket <br />lines, boycott efforts, earthquakes, fires, floods, war (whether or not declared), revolution, riots, <br />insurrections, acts of God, acts of government (including, without limitation, any agency or <br />department of the United States of America), acts of terrorism, acts of the public enemy, scarcity <br />or rationing of gasoline or other fuel or vital products, inability to obtain materials or labor, or <br />other causes which are reasonably beyond the control of such Party. <br />32. SEVERABILITY <br />In the event that any of the terms, covenants or conditions of this Agreement, or the <br />application of any such term, covenant or condition, shall be held invalid as to any person or <br />circumstance by any court,- regulatory agency, or other regulatory body having jurisdiction, all <br />other terms, covenants, or conditions of this Agreement and their application shall not be <br />affected thereby, but shall remain in full force and effect, unless a court, regulatory agency, or <br />other regulatory body holds that the provisions are not separable from all other provisions of this <br />Agreement. <br />33. GOVERNING LAW; VENUE <br />This Agreement shall be interpreted, governed, and construed under the laws of the State of <br />California as if executed and to be performed wholly within the State of California. Any action <br />brought to enforce or interpret this Agreement shall be filed in Orange County, California. <br />34. ATTORNEYS' FEES <br />Except as otherwise provided herein, in the event of any legal action or other proceeding <br />between the Parties arising out of this Agreement or the transactions contemplated herein, each <br />Party in such legal action or proceeding shall bear its own costs and expenses incurred therein, <br />including reasonable attorneys' fees. <br />35. COOPERATION <br />Each Party agrees to cooperate with the other Parties in whatever manner is reasonably <br />required to facilitate the successful completion of this Agreement. <br />36. ENTIRE AGREEMENT <br />This Agreement (including the Exhibits hereto) contains the entire agreement and <br />understanding between the Parties and merges and supersedes all prior agreements, <br />representations and discussions pertaining to the subject matter of this Agreement. <br />37. COUNTERPARTS. <br />This Agreement may be executed in one or more counterparts, each of which shall be <br />deemed to be an original, but all of which together shall be deemed to be one and the same <br />instrument. <br />21 <br />