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DocuSign Envelope ID:CD69645E-E179-40EF-A341-71E82D34CEA1 <br /> empowered to enter into this Agreement. The persons executing this Agreement hereby <br /> represent that they have authorization to sign on behalf of their respective party. <br /> B. In the event any one or more of the provisions contained in this Agreement shall be held, for <br /> any reason, to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, <br /> or unenforceability shall not affect the other provisions and the Agreement shall be construed <br /> as if such invalid, illegal, or unenforceable provision had never been contained in this <br /> Agreement. <br /> C. This Agreement shall be binding upon the parties hereto, their successors, heirs, personal <br /> representatives, and assigns. Neither party will assign or transfer an interest in this Agreement <br /> without the prior written consent of the other party. <br /> D. By entering into this Agreement,the parties do not create any obligations, express or implied, <br /> other than those set forth herein, and this Agreement shall not create any rights in, or claims <br /> by, third parties who are not signatories to this Agreement. <br /> E. This Agreement, together with any referenced exhibits and attachments, constitutes the entire <br /> agreement between the parties hereto, and any prior agreement, assertion, statement, <br /> understanding, or other commitment occurring during the term of this Agreement, or <br /> subsequent thereto,has no legal force or effect whatsoever,unless properly executed in writing <br /> in accordance with Section II.A, and if appropriate, recorded as an amendment of this <br /> Agreement. <br /> F. Failure of any party, at any time, to enforce a provision of this Agreement, shall in no way <br /> constitute a waiver of that provision nor in any way affect the validity of this Agreement or the <br /> right of either party thereafter to enforce each provision hereof. No term of this Agreement <br /> shall be deemed waived or any breach excused unless the waiver shall be in writing and signed <br /> by the party claimed to have waived. Furthermore, any consent to or waiver of a breach will <br /> not constitute consent to or waiver or excuse of any other different or subsequent breach. <br /> G. This Agreement may be executed in any number of counterparts, each of which shall be <br /> deemed an original and constitute one and the same instrument. <br /> H. Each party agrees that this Agreement and any other documents to be delivered in connection <br /> herewith may be electronically signed, and that any electronic signatures appearing on this <br /> Agreement or such other documents are the same as handwritten signatures for the purposes <br /> of validity, enforceability, and admissibility. <br /> [Signature Page to Follow] <br /> 5 <br />