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<br /> 14. MISCELLANEOUS PROVISIONS <br /> a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br /> authority and right to bind their respective parties to each of the terms of this Agreement, and shall <br /> indemnify Agency fully, including reasonable costs and attorney's fees, for any injuries or damages <br /> to Agency in the event that such authority or power is not, in fact, held by the signatory or is <br /> withdrawn. <br /> b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br /> forth in the body of this Agreement. <br /> c. No delay or omission by either party hereto to exercise any right or power accruing <br /> upon any noncompliance or default by the other party with respect to any of the terms of this <br /> Agreement shall impair any such right or power or be construed to be a waiver thereof. A <br /> waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be <br /> performed by the other shall not be construed to be a waiver of any succeeding breach thereof <br /> or of any other covenant, condition or agreement herein contained. <br /> 11 <br /> 25F-23 <br /> <br />