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agreements, or understandings between the Parties regarding the subject matter of this <br /> Agreement. No modification of this Agreement shall be valid unless made in writing and <br /> approved and signed by authorized representatives of both Parties. <br /> 23. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the <br /> laws of the State of California without giving,effect to the conflicts of laws principles thereof. If <br /> any legal action is necessary to enforce the terms and conditions of this Agreement,the Parties <br /> agree that Orange County, California, shall be the sole venue and jurisdiction for the bringing of <br /> such action. <br /> 24. SEVERABILITY. If any term or provision of this Agreement is for any reason held to be invalid, <br /> such invalidity shall not affect any other term or provision, and this Agreement shall be <br /> interpreted as if such term or provision had never been contained in this Agreement. <br /> 25. EXECUTION IN COUNTERPARTS.This Agreement may be executed in one or more counterparts, <br /> each of which shall constitute one and the same Agreement. Further, the Parties may execute <br /> this Agreement via fax or electronic mail transmission.A true and correct copy of the Agreement, <br /> as executed by the Parties, may be used in lieu of an original for all purposes permitted by law. <br /> 26. AUTHORITY. Each person signing this Agreement represents and warrants that he or she is duly <br /> authorized and has legal capacity to execute and deliver this Agreement. Each Party represents <br /> and warrants to the other Parties that the execution and delivery of the Agreement and the <br /> performance of such Party's obligations hereunder have been duly authorized, and that the <br /> Agreement is binding on such Party. <br /> [signatures appear on the following page] <br /> 7 <br />