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Jurisdiction - 27. This Agreement has been executed and delivered in the State of California and the <br />Venue validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of, in connection with or by reason of this Agreement. <br />Authorization 28. Occupant and Owner (each, a "signing party") each represents and warrants to the other <br />that the person or persons signing this Occupancy Agreement on behalf of the signing party has <br />full authority to do so and that this Occupancy Agreement binds the signing party. Owner shall <br />indemnify Occupant fully, including reasonable costs and attorney's fees, for any injuries or <br />damages to Occupant in the event that such authority or power is not, in fact, held by the signatory <br />or is withdrawn. <br />Taxes 29. Owner is solely responsible for all tax liabilities, including property taxes, or any <br />assessments related to the Premises, including but not limited to those associated with utilities. <br />Page - 7 <br />