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under this Agreement shall automatically transfer to the new owner and thereafter, the term <br />Property Owner shall be deemed to mean such new owner. Also in that event, Property Owner <br />shall automatically be released as a Party to the Agreement and no longer be entitled to the <br />benefits of or be subject to any obligations under this Agreement. If ownership of the Property is <br />transferred to Amazon, thereafter, Amazon shall be the sole Party which is entitled to the <br />benefits of and which is subject to the obligations of the Applicant under this Agreement. <br />6. Additional Acts. The Parties agree to perform any acts and execute any <br />documents consistent with the terms and conditions of this Agreement, which may be needed, <br />desired or required to effectuate the terms, conditions and provisions hereof. <br />7. Entire Agreement. Except as otherwise provided for herein, this Agreement <br />constitutes the entire and only agreement between the Parties with reference to the subject matter <br />hereof and supersedes any prior representation or agreement, oral or written, with respect thereto. <br />The Parties further agree that no representation, warranty, agreement or covenant has been made <br />with regard to this Agreement, except as expressly recited herein and that in entering into this <br />Agreement, no Party is relying upon any representation, warranty, agreement or covenant not <br />expressly set forth herein. <br />8. No Admissions. Each Party agrees that this Agreement is made in resolution of <br />potentially disputed claims, and that by entering into and performing the obligations of this <br />Agreement, no party concedes or admits the truth of any claim or any fact and the execution and <br />performance of this Agreement shall not be construed as an admission by any Party. <br />9. Governing Law. This Agreement has been executed and delivered in the State of <br />California and the validity, interpretation, performance, and enforcement of any of the clauses of <br />this Agreement shall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, California, shall be the venue for any action or <br />proceeding that may be brought or arise out of, in connection with or by reason of this <br />Agreement. <br />10. Mutual Drafting. The Parties agree that this Agreement shall not be construed in <br />favor of, or against, any Party by reason of the extent to which any Party or its counsel <br />participated in the drafting of this Agreement. <br />11. Amendment. This Agreement can be amended only by a writing signed by each of <br />the Parties hereto. <br />12. Independent Parties. None of the terms, provisions, or conditions of this <br />Agreement shall be deemed to create a partnership between the Parties hereto and any of their <br />heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be <br />considered joint ventures or members of any joint enterprise. <br />13. Notice. Any notice, tender, demand, delivery, or other communication pursuant <br />to this Agreement shall be in writing and shall be deemed to be properly given if delivered in <br />person, sent by reputable overnight mail delivery service, mailed by first class or certified mail, <br />P651-001 - 3919947.1 <br />