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15. Authority to Execute.The person or persons executing this Assignment on behalf <br /> of each Party warrants and represents they have the authority to execute this Assignment <br /> individually or on behalf of another person or entity and warrants and represents that they have the <br /> authority to bind the Party to the performance of its obligations hereunder. <br /> 16. Governing Law. This Assignment and any dispute hereunder shall be governed <br /> and interpreted in accordance with the laws of the State of California without regard to conflict of <br /> law principles. This Assignment shall be construed as a whole according to its fair language and <br /> common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of <br /> construction to the effect that ambiguities are to be resolved against the drafting Party shall not be <br /> employed in interpreting this Assignment. <br /> 17. Binding on Successors. This Assignment shall inure to the benefit of, and shall be <br /> binding upon, the assigns, successors in interest, personal representatives, estates, heirs and <br /> legatees of each of the parties hereto. <br /> 18. Modifications, Amendments, Etc. No modification, amendment, supplement, or <br /> waiver of this Assignment shall be valid or binding unless made in writing and signed by each <br /> party and consented to by the Parties in writing. <br /> 19. Counterparts. This Assignment may be executed in one or more counterparts,all <br /> of which together shall constitute a single instrument. <br /> (Signatures on following page) <br /> 6 <br />