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7.4. Governing Law and Venue. This Agreement has been negotiated and executed in <br /> the State of California and shall be governed by and construed under the laws of the State of <br /> California. In the event of any legal action to enforce or interpret this Agreement, the sole and <br /> exclusive venue shall be a court of competent jurisdiction, located in Orange County, California, <br /> and the Parties agree to and hereby submit to the jurisdiction of such court, notwithstanding Code <br /> of Civil Procedure Section 394. Furthermore, the Parties specifically agree to waive any and all <br /> rights to request that an action be transferred for trial to another county. <br /> 7.5. Amendments / Entire Agreement. Amendments to this Agreement must be in <br /> writing and approved by the governing body of each Party.This Agreement,and the various Exhibits <br /> referenced herein which are incorporated fully by this reference, is the entire agreement among the <br /> Parties with respect to the subject matter hereof, and it supersedes any prior written or oral <br /> agreements with respect to the subject matter. <br /> 7.6. Severability. If any section, subsection, paragraph, term, or provision of this <br /> Agreement, or the application thereof,is held by a court of competent jurisdiction to be invalid,void <br /> or unenforceable, such section, subsection, paragraph, term, or provision, to the extent the same is <br /> valid and enforceable,and all other remaining provisions hereof, shall remain in full force and effect, <br /> to the fullest extent possible, and shall in no way be affected, impaired or invalidated thereby to the <br /> extent such are not rendered impractical to perform taking into consideration the purposes of this <br /> Agreement. <br /> 7.7. Interpretation. This Agreement has been negotiated at arm's length and between <br /> persons sophisticated and knowledgeable in the matters dealt with in this Agreement. In addition, <br /> each Party has been represented by experienced and knowledgeable independent legal counsel of its <br /> own choosing or has knowingly declined to seek such counsel despite being encouraged and given <br /> the opportunity to do so. Each Party further acknowledges that is has not been influenced to any <br /> extent whatsoever in executing this Agreement by the other Parties, or by any person representing <br /> the other Parties, or both. Accordingly, any rule or law(including Civil Code Section 1654) or legal <br /> decision that would require interpretation of any ambiguities in this Agreement against the Party <br /> that has drafted it is not applicable and is waived. The provisions of this Agreement shall be <br /> interpreted in a reasonable manner to affect the purpose of the Parties and this Agreement. <br /> 7.8. Non-Waiver of Rights and Remedies. No term or provision of this Agreement <br /> shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing <br /> and signed by the Party claimed to have waived or consented.Any consent by any Party to,or waiver <br /> of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or <br /> excuse for any other different or subsequent breach. <br /> 7.9. Authority. The Parties represent and warrant that this Agreement has been duly <br /> authorized by their respective governing boards, and executed by a duly authorized representative <br /> thereof, and constitutes the legally binding obligation of their respective Party, enforceable in <br /> accordance with its terms. <br /> 6 <br />