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Any notice or other document sent by personal delivery, overnight courier or <br />registered or certified mail as aforesaid shall be considered to have been effectively served <br />or delivered on the day of actual delivery (whether accepted or refused) as evidenced by <br />printed confirmation if by facsimile (provided that if any notice or other communication to be <br />delivered by facsimile or email attachment as provided above cannot be transmitted <br />because of a problem affecting the receiving party's facsimile machine or computer, the <br />deadline for receiving such notice or other communication shall be extended through the <br />next business day), as shown by the addressee's return receipt if by certified mail, and as <br />confirmed bythe courierservice if by courier; provided, however, that if such actual delivery <br />occurs after 5:00 p.m. (local time where received) or on a non - business day, then such <br />notice orcommunication so made shall be deemed effective on the first business day after <br />the day of actual delivery. <br />8.2 Time of Essence <br />Time is of the essence with respect to each and every provision hereof. <br />8.3 Assignment <br />Neither this Agreement, nor any interest herein, shall be assignable by any <br />party without prior written consent of the other, non - assigning party hereto. <br />8.4 Governinq Law <br />All questions with respect to this Agreement, and rights and liabilities of the <br />parties hereto, shall be governed by the laws of the State of California. Venue shall be in <br />the County of Orange. <br />8.5 Inurement <br />Subject to the restrictions against assignment as herein contained, this <br />Agreement shall inure to the benefit of and shall be binding upon, the assigns, successors <br />in interest, personal representatives, estates, heirs and legatees of each of the parties <br />hereto. <br />8.6 Attorney Fees <br />In the event of any controversy, claim or dispute between the parties hereto, <br />arising out of or relating to this Agreement orthe breach thereof, the prevailing party shall <br />be entitle to recover from the other party reasonable expenses, attorney fees and costs. <br />8.7 Entire Agreement <br />The Agreement contains the entire Agreement of the Buyer parties hereto, <br />and supersedes any priorwritten ororal agreements between them concerning the subject <br />matter contained herein. There are no representations, agreements, arrangements, or <br />understandings, oral or written, between the parties hereto, relating to the subject matter <br />contained in this Agreement which are not fully expressed herein. <br />