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intended to supersede, modify or limit any obligations of the Parties under the Assignment <br />Agreement. <br />8. GOVERNING LAW AND VENUE <br />This Termination Agreement has been executed and delivered in the State of California <br />and the validity, interpretation, performance, and enforcement of any of the clauses of this <br />Termination Agreement shall be determined and governed by the laws of the State of California. <br />Both 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 Termination <br />Agreement. <br />9. COUNTERPARTS <br />This Termination Agreement may be signed separately by the City and IF, such that the <br />page signed by IF and the page signed by the City, although signed separately on different pages, <br />together form one complete Termination Agreement. Signature pages sent by e-mail or facsimile <br />are the equivalent of original signatures for all purposes. <br />10. AUTHORITY <br />Each Party warrants that the individuals who have signed below have the legal power, right, <br />and authority to so sign and thereby bind that Party and its successors, assigns, personal <br />representatives, executors, estate, heirs, agents, and related entities of the respective Parties. <br />{Signatures on following page} <br />Page 4 of 5 <br />