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Orange County, California, shall be the venue for any action or proceeding that may be brought <br />or arise out of, in connection with or by reason of this Agreement. <br />21. Severability. <br />If any part of this Agreement is found to conflict with applicable local or state laws or <br />regulations, such part shall be inoperative, null and void insofar as it conflict with said laws or <br />regulations, or may be modified or suspended as may be necessary to comply with any local or <br />state law or regulation but the remainder of the Agreement shall continue in full force and effect. <br />22. Counterparts. <br />This Agreement may be executed in counterparts, each of which shall be deemed an <br />original but all of which together shall constitute one and the same instrument. The execution of <br />this Agreement may be by actual, facsimile or electronic signature. <br />23. Disclaimer <br />Despite California's commercial cannabis laws and the terms and conditions of this <br />Agreement or any Regulatory Safety Permit issued pertaining to Owner or the property specified <br />herein, California commercial cannabis cultivators, transporters, distributors, or possessors may <br />still be subject to arrest by state or federal officers and prosecuted under state or federal law. <br />The Federal Controlled Substances Act, 21 USC § 801 et. seq., prohibits the manufacture, <br />distribution, and possession of cannabis without any exemptions for medical use. <br />24. Authority to Bind <br />Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and <br />shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or <br />damages to City in the event that such authority or power is not, in fact, held by the signatory or <br />is withdrawn. <br />{Signature page follows} <br />10 <br />75E-3-12 <br />