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AmpliFund' <br /> prior express written consent, which consent will not be unreasonably withheld, <br /> conditioned or delayed.The Indemnified Party may participate in the defense of a <br /> Third Party Claim through counsel of its own choice at its own expense; provided, <br /> however,that if the indemnified Party reasonably determines that the Indemnifying <br /> Party is unwilling or unable to defend the Indemnified Party's interests, then the <br /> Indemnified Party may assume the defense against any Third Party Claims at the <br /> Indemnifying Party's sole expense. <br /> 10.Miscellaneous. Both parties agree that any violation or threatened violation of this <br /> Agreement may cause irreparable injury, entitling a party to seek injunctive relief In <br /> addition to all available remedies. Neither Party may assign this Agreement or any rights <br /> under it, in whole or in part, without the other Party's prior written consent; provided that <br /> either Party may assign this Agreement or any rights under it without prior written consent <br /> to a successor in connection with a merger, acquisition, reorganization, consolidation, or <br /> sale of all or substantially all of its assets or the business to which this Agreement relates. <br /> Any attempt to assign this Agreement other than as permitted above will be void. If any <br /> provision of this Agreement is held by a court of competent jurisdiction to be <br /> unenforceable, then the remaining provisions of this Agreement will remain in full force <br /> and effect. This Agreement will be governed by and construed under the laws of <br /> Washington without reference to its conflict of laws principles. All disputes arising out of <br /> or related to this Agreement will be subject to the exclusive jurisdiction of the state and <br /> federal courts located in Snohomish County, Washington and the Parties waive all rights <br /> to challenge the foregoing. To the fullest extent permitted by law, if any legal action or <br /> other legal proceeding relating to this Agreement or the enforcement of this Agreement is <br /> brought against any Party,then the prevailing Party will be entitled to recover reasonable <br /> attorneys'fees,costs and disbursements.This Agreement, including all Exhibits attached <br /> hereto,is the entire agreement between the Parties with respect to the subject matter set <br /> forth herein and supersedes any previous or contemporaneous communications,whether <br /> oral or written, express or implied. This Agreement may be modified or amended only by <br /> a writing signed by both Parties. If there is any conflict or inconsistency between the terms <br /> of any Exhibit and the terms in the body of this Agreement, then the terms in the body of <br /> the Agreement will control solely to the extent of the conflict. All waivers made under this <br /> Agreement must be made in writing by the Party making the waiver. <br /> 11.Notice,Any notice required or permitted to be given under this Agreement will be effective <br /> if it is(i)in writing and sent by certified or registered mall,or insured courier, return receipt <br /> requested, to the appropriate Party and with the appropriate postage affixed; or (ii) sent <br /> via electronic mall, in either case addressed to the address set forth on the Order Form. <br /> Either Party may change its address for receipt of notice by notice to the other Party in <br /> accordance with this Section. Notices are deemed given 2 business days following the <br /> date of mailing, 1 business day following delivery to a courier, and/or on the same day <br /> electronic mail is sent to the recipient. <br /> 12.Force Majeure,Neither party will be liable or responsible to the other party,nor be deemed <br /> to have breached this Agreement, for any failure or delay in fulfilling or performing any <br /> term of this Agreement when and to the extent such failure or delay is caused by or results <br /> from acts or circumstances beyond such party's reasonable control including, without <br /> Page 8 of 17 <br />