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Agency shall not unreasonably withhold its consent to any assignment of this Agreement by <br />Vinci to an entity which owns the Honda Dealership. <br />D. This Agreement sets forth the entire agreement between the parties hereto and <br />fully supersedes any and all prior agreements or understandings, written or oral, between the <br />parties hereto pertaining to the subject matter hereof; provided, however, this Agreement does <br />not supersede Vinci's obligations to the City and/or the CRP, under any Governmental <br />Requirements. <br />E. This Agreement shall be interpreted in accordance with the plain meaning of its <br />terns and not strictly for or against any of the parties hereto. <br />F. Each party hereto shall bear its own attorneys' fees and costs in connection with <br />the negotiation and preparation of this Agreement and the matters and documents referenced <br />herein. <br />G. This Agreement shall be construed and interpreted in accordance with the laws of <br />the State of California without regard to any choice of law provisions. Any action to enforce or <br />interpret the terms of this Agreement shall be brought in a court of law in Orange County, <br />California. The prevailing party in any such action shall be entitled to its costs and reasonable <br />attorneys' fees incurred in such proceeding. <br />H. This Agreement may be executed in two or more counterparts and each such <br />executed counterpart shall be deemed to be an original, but all such counterparts together shall <br />constitute one and the same instrument. <br />[Signature page follows] <br />-18- <br />600090435v6 <br />8 -132 <br />