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A <br /> 9. Assignment by HomeSight. HomeSight shall not have the right to assign or <br /> transfer this Agreement or any of its rights or obligations hereunder without the express <br /> prior written consent of the City, which may be withheld in its sole and absolute discretion, <br /> provided however that no such consent shall be required to a transfer or assignment by <br /> HomeSight to any subsidiary or affiliate or HomeSight. <br /> 10. Entire Agreement; No Oral Modification. This Agreement and its attached <br /> exhibits constitute the final and complete agreement between the parties with respect to the <br /> subject of this Agreement and supersede all prior correspondence, memoranda and <br /> agreements (oral and written) between the parties relating to the subject of this Agreement. <br /> This Agreement cannot be changed or modified other than by a written agreement <br /> executed by the parties. <br /> 11. Captions. The captions and headings in this Agreement are for convenience <br /> only and are not to be used to interpret, define or limit the provisions hereof. <br /> 12. Multiple Counterparts. This Agreement may be executed in multiple <br /> counterparts each of which shall be an original part, but all of which shall constitute one <br /> instrument. <br /> 13. Applicable Law. This Agreement shall be governed by the laws of the State <br /> of Washington. <br /> 14. Venue and Jurisdiction. No party to this Agreement shall commence or <br /> prosecute any suit, proceeding or claim to enforce the provisions of this Agreement or <br /> otherwise arising under or by reason of this Agreement other than in the state courts <br /> located in Snohomish County, Washington, or in federal court in the Western District of <br /> Washington. <br /> -4- <br />