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forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 2.2 Amendment. With the exception of a reassignment of the License Area as described in section 1.1, this Agreement may be amended at any time by the mutual consent of ;the Parties by an instrument in writing signed by both Parties. 2.3 Further Actions and Instruments. Each of the Parties shall cooperate! with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. 2.4 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 2.5 Time is of the Essence. For each provision of this Agreement which states a specific amount of time within which the requirements thereof are to be satisfied, time shall be deemed of the essence. 2.6 Governing Law. This Agreement shall be governed by the laws of the Stale of California without regard to conflicts of laws principles. Any litigation or other legal proceedings which arise under or in connection with this Agreement shall be conducted in a federal or state court located within or for Orange County, California. The Parties consent to the personal jurisdiction and venue in federal or state court located within.or for the County of Orange, California and hereby waive any defenses. or objections thereto, including defenses based on the doctrine of forum non conveniens. 2.7 Litieation Expenses. If either party to this Agreement commences an action against the other party to this Agreement arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit.from the losing party. 2.8 References: Captions. Any term referencing time, days or period for performance shall be deemed calendar days and not work days, except as otherwise specified in this Agreement. All references to City include all officials, officers, employees, personnel, and agents of City, except as otherwise specified in this Agreement. All references to Licensee include its official's, officers, employees, personnel, agents, volunteers, contractors and subcontractors, except as otherwise specified in this Agreement. The captions of the various articles and paragraphs in this Agreement are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 2.9 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Either Parties' consent or approval of any act by the other Party requiring its consent or approval shall not be deemed to waive or render unnecessary its consent to or approval of any subsequent act of the other Party. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. ' 2.10 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same, default or any other default by the