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defend. The provisions of this Section 10 shall survive the termination or expiration of this Agreement. 10. Miscellaneous 10.1 Entire Agrreernent alyer and Amendments. This Agreement Incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to the subject matter of this Agreement. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the party to be charged. Any amendment or modification to this Agreement must be in writing and executed by the appropriate authorities ofthe City and Licensee. 10.2 Sovotab Iit ._.Jf any term,: provision; covenant,_ or condition of this Ag reement is held by a court ofcompetont Jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement shall continue in full force and effect, unless and to the extent the rights and obligations of one or both parties has been materially altered or abridged by such holding. 10.3 No Assignment. Licensee shall not assign or transfer or otherwise convey any interest in this Agreement to any party without the express prior written consent of City, which consent may be withheld in City's sole and absolute discretion. 10.4 Applicable Law. This Agreement shall be construed and enforced in accordance with the Internal laws of the State of California. 10.5 LU ata Ion Bxpensas. Ifelther party to this Agreement commences an uotion against the other party to this Agreement arising out of or In connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, export witness foes, costs of investigation, and costs of suit from the losing party. 10.6 uthorit . The persons executing this Agreement on behalf of the parties hereto represent and warrant to the other party that they are duly authorized to execute and deliver this Agreement on behalf of suchiparty, and by so executing this Agreement, Bald party is formally bound to the provisions ofthis Agreement. • 3 103 Notices. Any notices, requests, or approvals given under this Agreement iliom one party to another shall be in writing and shall be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, by certified mail, return receipt requested, to the addresses of the other party as stated in this section, and shall be doomed to have been received at the time of personal delivery or three (3) days altar the deposit for mailing. Notices shall be sent to: