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5. AUTHORITY TO SIGN. <br />Each Party warrants that the individuals who have signed this Agreement on behalf of <br />that Party have the legal power, right, and authority to so sign and thereby bind that Party and its <br />heirs, personal representatives, successors and assigns and any person or entity that may <br />otherwise be entitled to grant the Release. <br />6. ENTIRE AGREEMENT; AMENDMENTS. <br />This Agreement is the entire agreement between the Parties concerning the subject matter <br />hereof, and supersedes any prior negotiations, discussions, oral or written communications, or <br />agreements between the Parties as to such subject matter. The terms of this Agreement may only <br />be modified or amended by an instrument in writing executed by all Parties. <br />7. GOVERNING LAW; VENUE. <br />This Agreement shall be governed by and construed in accordance with the laws of the <br />State of California. Any legal action or proceeding concerning this Agreement shall be filed and <br />prosecuted in the appropriate California state court in the County of Orange, California. <br />8. NO THIRD PARTY BENEFICIARIES. <br />The Parties acknowledge that there are no express or implied third party beneficiaries to <br />this Agreement. No person or entity not a signatory hereto shall have any fights or causes of <br />action against any Party hereto as a result of that Party's performance or nonperformance of any <br />obligation hereunder. <br />9. NO PRIOR ASSIGNMENTS. <br />The Parties represent and warrant that they have not sold, assigned or transferred, or <br />purported to sell, assign or transfer, and shall not hereafter sell, assign or transfer, any <br />obligations, liabilities, demands, claims, costs, expenses, debts, controversies, damages, rights, <br />actions, or causes of action released pursuant to this Agreement. <br />10. SUCCESSORS AND ASSIGNS. <br />This Agreement shall be binding upon and shall inure to the benefit of the successors, <br />assigns, personal representatives, executors, estate, heirs, agents and related entities of the <br />respective Parties. <br />11. COUNTERPART EXECUTION, <br />This Agreement may be executed in multiple counterparts, each of which shall be <br />deemed an original, but all of which, together, shall constitute one and the same instrument. This <br />Page 3 of 4 <br />20B-5 <br />