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2.4 Counterparts, This Agreement may be signed in counterparts, each of which shall
<br />constitute an original,
<br />2.5 Time is of the Essence. For each provision of this Agreement which states a specific
<br />amount of time within which the requirements thereof are to be satisfied, time shall be deemed of the
<br />essence.
<br />2.6 Governing Law. This Agreement shall be governed by the laws of the State of California
<br />without regard to conflicts of laws principles, This Agreement shall be deemed to have been made in the
<br />County of Orange, California, regardless of the order of the signatures of the Parties affixed hereto. Any
<br />litigation or other legal proceedings which arise under or in connection with this Agreement shall be
<br />conducted in a federal or state court located within or for Orange County, California. The Parties consent
<br />to the personal jurisdiction and venue in federal or state court located within or for the County of Orange,
<br />California and hereby waive any defenses or objections thereto including defenses based on the doctrine
<br />of forum non conveniens,
<br />2.7 Litigation Expenses. If either party to this Agreement commences an action against the
<br />other party to this Agreement arising out of or in connection with this Agreement, the prevailing party
<br />shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs
<br />of suit from the losing party,
<br />2.8 Construed= References: Captions. Since the Pardus or their agents have participated
<br />fully in the preparation of this Agreement, the language of this Agreement shall be construed simply,
<br />according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or
<br />period for performance shall be deemed calendar days and not work days, except as otherwise specified in
<br />this Agreement. All references to City include all officials, officers, employees, personnel, agents,
<br />volunteers, contractors and subcontractors of City, except as otherwise specified in this Agreement. All
<br />references to Licensee include its officials, officers, employees, personnel, agents, volunteers, contractors
<br />and subcontractors, except as otherwise specified in this Agreement. The captions of the various articles
<br />and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or
<br />describe the scope, content, or intent of this Agreement.
<br />2.9 Waiver. No delay or omission in the exercise of any right or remedy of a non - defaulting
<br />Party on any default shalt impair such right or remedy or be construed as a waiver. Either Parties'
<br />consent or approval of any act by the other Party requiring its consent or approval shall not be deemed to
<br />waive or, render unnecessary its consent to or approval of any subsequent act of the other Party. Any
<br />waiver by either Party of any default must be in writing and shall not be a waiver of any other default
<br />concerning the same or any other provision of this Agreement.
<br />2,10 Rights and Remedies are Cumulative, Except with respect to rights and remedies
<br />expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are
<br />cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude
<br />the exercise by it, at the same or different times, of any other rights or remedies for the same default or
<br />any other default by the other Party. All warranties and promises to indemnify shall survive the
<br />tennination, abandonment, or completion of this Agreement.
<br />2.11 Legal. Counsel, Each Party aclaaowledges that: (i) it has read this Agreement; (ii) it has
<br />had the opportunity to have this Agreement explained to it by legal counsel of its choice; (iii) it is aware
<br />of the content and legal effect of this Agreement; and (iv) it is not relying on any representations made by
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