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., • <br />20. INTEGRATION CLAUSE <br />The PARTIES acknowledge and agree that this Agreement contains the entire <br />agreement and understanding of the PARTIES concerning the subject matter hereof and <br />supersedes and replaces all prior negotiations, proposed agreements and ancillary, written <br />or oral. The PARTIES further agree that no party has executed this Agreement in <br />reliance upon any promise, representation or warranty not contained in this Agreement. <br />21. LEGAL CONSTRUCTION AND INTERPRETATION <br />Controlling Law. The Parties acknowledge and agree that this Agreement is <br />made and entered into the State of California and shall in all respect be interpreted, <br />enforced, and governed by and under the laws of the State of California. <br />- Preamble and Exhibits. The preamble, recitals and exhibits to this <br />Agreement are incorporated as part of this Agreement. <br />- Waivers. A waiver of any breach of any provision of this Agreement shall <br />not be deemed a continuing waiver of a waiver of any subsequent breach. <br />22. INTERPRETATION <br />This Agreement is deemed to have been prepared by all of the Parties hereto, and <br />any uncertainty or ambiguity herein shall not be interpreted against the drafters, but <br />rather, if such ambiguity or uncertainty exists, shall be interpreted according to the <br />applicable rules of interpretation of contracts. <br />13 <br />