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government having jurisdiction over said party. This Agreement shall be <br />enforced and interpreted under the laws of the State of California. <br />If any part, term or provision of this Agreement shall be held void, illegal, <br />unenforceable, or in conflict with any law of a federal, state or local government <br />having jurisdiction over this Agreement, the validity of the remaining portions of <br />provisions shall not be affected thereby. <br />§403. Integrated Agreement <br />This Agreement sets forth all of the rights and duties of the parties with respect to <br />the subject matter hereof, and replaces any and all previous agreements or <br />understandings, whether written or oral, relating thereto. This Agreement may be <br />amended only by a written instrument executed by the parties hereto. <br />§404. Excusable Delays <br />In the event that performance on the part of any party hereto shall be delayed or <br />suspended as a result of circumstances beyond the reasonable control and <br />without the fault and negligence of said party, none of the parties shall incur any <br />liability to the other parties as a result of such delay or suspension. <br />Circumstances deemed to be beyond the control of the parties hereunder shall <br />include, but not be limited to, acts of God or of the public enemy; insurrection; <br />acts of the Federal Government or any unit of State or Local Government in <br />either sovereign or contractual capacity; fires; floods; epidemics; quarantine <br />restrictions; strikes, freight embargoes or delays in transportation; to the extent <br />that they are not caused by the Party's willful or negligent acts or omissions and <br />to the extent that they are beyond the Party's reasonable control. <br />§405. Breach <br />Except for excusable delays, if any Party fails to perform, in whole or in part, any <br />promise, covenant, or agreement set forth herein, or should any representation <br />made by it be untrue, any aggrieved party may avail itself of all rights and <br />remedies, at law or equity, in the courts of law. Said rights and remedies are <br />cumulative of those provided for herein except that in no event shall any party <br />recover more than once, suffer a ;penalty or forfeiture, or be unjustly <br />compensated. <br />§406. Prohibition Against Assignment or Delegation <br />No SUBRECIPIENT may, unless it has first obtained the written permission of <br />GRANT ADMINISTRATOR: <br />A. Assign or otherwise alienate any of its rights hereunder; or <br />B. Delegate, subcontract, or otherwise transfer any of its duties hereunder. <br />