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<br />. <br /> <br />. <br /> <br />14.7. Governing Law. This Agreement has been prepared, negotiated, and executed <br />in, and shall be construed in accordance with, the laws of the State of California, without regard <br />to conflict of law rules. <br /> <br />14,8. Time of the Essence, Time is of the essence with respect to all matters <br />contained in this Agreement. <br /> <br />14.9. Date of Agreement. All references in this Agreement to "the date of this <br />Agreement" or "the date hereof' shall be deemed to refer to the Effective Date. <br /> <br />14,10. Counting of Days. The time in which any act must be performed under this <br />Agreement shall be computed by excluding the first day and including the last day, unless the <br />last day is a non-business day (as defined below), in which case the last day of performance <br />shall be the next business day (as defined below). The term "non-business day" shall mean any <br />"holiday" as defined in Code of Civil Procedure Section 7 and any "optional bank holiday" as <br />defined in Code of Civil Procedure Section 7.5. Accordingly, the term "business day" shall <br />mean any day other than a non-business day. <br /> <br />14.11, Invalidity of any Provision, If any provision (or any portion of any provision) of <br />this Agreement is held to be illegal, invalid, or unenforceable under present or future laws <br />effective during the term of this Agreement, the legality, validity, and enforceability of the <br />remaining provisions (or the balance of such provision) shall not be affected thereby. <br /> <br />14.12, Drafting of Agreement. Buyer and Seller acknowledge that this Agreement <br />has been negotiated at arm's length, that each party has been represented by independent <br />counsel and that this Agreement has been drafted by both parties and no one party shall be <br />construed as the draftsperson. <br /> <br />14.13, No Third-Party Beneficiary Rights, This Agreement is entered into for the sole <br />benefit of Buyer and Seller and no other parties are intended to be direct or incidental <br />beneficiaries of this Agreement and no third party shall have any right in, under, or to this <br />Agreement, except as expressly provided herein. <br /> <br />14,14, Further Acts, The parties agree to execute such instruments and to perform <br />such further acts as may be reasonably necessary to carry out the purposes and intent of this <br />Agreement. <br /> <br />14.15, Non-Discrimination, Buyer and Seller shall comply with, and this Agreement is <br />subject to, any and all laws prohibiting discrimination. <br /> <br />14.16, Conflict of Interest. No member, official, officer, or employee of the Buyer shall <br />have any direct or indirect interest in this Agreement or the State Project, nor shall such parties <br />participate in any decision relating to this Agreement or the State Project where such <br />participation is prohibited by law. <br /> <br />14.17. Limitation on Liability. No member, official, officer, employee, or agent of the <br />Buyer shall be personally liable for any default or breach by the Buyer under this Agreement. <br /> <br />Page 18 <br /> <br />(Rev. 07121/05) <br /> <br />557986.11 <br />