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Agreement, and each of the PARTIES hereto shall indemnify and hold the others harmless from <br />any claims, demands or actions which have been assigned or transferred, or purported to have <br />been assigned or transferred, in violation of the foregoing representation and warranty. <br />12. Modification. This Agreement may be modified only by a subsequent document <br />in writing, signed by the PARTY to be charged thereunder. <br />13. Counterparts. This Agreement may be executed in separate counterparts and shall <br />become effective only after all such separate counterparts have been executed and exchanged <br />between the PARTIES hereto. For purposes of this Agreement, telecopied or faxed signatures <br />may serve as originals. <br />14. Attorneys Fees. In the event either PARTY hereto shall commence legal <br />proceedings against the other to enforce the terms hereof, or to declare rights hereunder, as the <br />result of the breach of any covenant or condition of this Agreement, or if either PARTY shall <br />assert this agreement as a defense to a claim, the prevailing PARTY in any such proceeding shall <br />be entitled to recover from the losing PARTY its costs of suit, including reasonable attorney's <br />fees, as may be fixed by the court. <br />15. Negotiated Agreement. The drafting and negotiating of this Agreement has been <br />participated in by each of the PARTIES hereto and, for all purposes, this Agreement shall be <br />deemed to have been drafted jointly by the PARTIES. <br />16. Binding Effect. This Agreement shall bind and inure to the benefit of the <br />PARTIES to this Agreement and their employees, shareholders, agents, representatives, trustees, <br />heirs, personal representatives, successors, purchasers, and assigns. <br />17. Authority to Execute and Bind. Each PARTY to this Agreement represents that <br />he/she/it has, or has obtained, the necessary consent, approvals and authority to enter into to this <br />Agreement and to bind the respective PARTIES thereto. <br />18. Separate Provisions. Should any provision of this Agreement be declared or be <br />determined by any court of competent jurisdiction to be illegal, invalid, or unenforceable, the <br />legality, validity, and enforceability of the remaining parts, terms, or provisions shall not be <br />affected thereby, and said illegal, unenforceable, or invalid part, term, or provision shall be <br />deemed not to be a part of this Agreement. <br />Page 4 of 9 <br />Settlement, Release Agreement <br />55394.00000\7778447.1 <br />