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(i) Amendment to this Agreement. The terms of this Agreement may not be <br />modified or amended except by an instrument in writing executed by each of the parties hereto. <br />0) Waiver. The waiver or failure to enforce any provision of this Agreement <br />shall not operate as a waiver of any future breach of any such provision or any other provision hereof. <br />(k) Applicable Law. This Agreement shall be governed by and construed in <br />accordance with the local law of the State of California, with venue in Orange County. <br />(1) Exhibits and Schedules. The exhibits and schedules attached hereto are <br />incorporated herein by this reference for all purposes. <br />(m) Entire Agreement. This Agreement supersedes any prior agreements, <br />negotiations and communications, oral or written, and contains the entire agreement between, and the <br />final expression of, Buyer and Seller with respect to the subject matter hereof. The parties hereto <br />expressly agree and confirm that this Agreement is executed without reliance on any oral or written <br />statements, representations or promises of any kind which are not expressly contained in this <br />Agreement. No subsequent agreement, representation or promise made by either party hereto, or by <br />or to an employee, officer, agent or representative of either party hereto shall be of any effect unless <br />it is in writing and executed by the party to be bound thereby. <br />(n) Successors and Assigns. This Agreement shall be binding upon and shall <br />inure to the benefit of the permitted successors and assigns of the parties hereto. <br />(o) Assignment. This Agreement may not be assigned without the prior written <br />consent of the other party hereto, which consent shall not be unreasonably withheld. <br />[signatures begin on the following page] <br />13 <br />