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MHIIIY /_r Col OM 11:11 W <br />(n) Applicable Law. This Agreement shall be governed by and construed in <br />accordance with the local law of the State ofCalifornia. <br />(o) Exhibits and Schedules. The exhibits and schedules attached hereto are <br />incorporated herein by this reference for allpurposes. <br />(p) Entire Agreement. This Agreement supersedes any prior agreements, <br />negotiations and communications, oral or written, and contains the entire agreement between, and the <br />final expression of, Buyer and Seller with respect to the subject matter hereof. The parties hereto <br />expressly agree and confirm that this Agreement is executed without reliance on any oral or written <br />statements, representations or promises of any kind which are not expressly contained in this <br />Agreement. No subsequent agreement, representation or promise made by either party hereto, or by <br />or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in <br />writing and executed by the party to be bound thereby. <br />(q) Successors and Assigns. This Agreement shall be binding upon and shall inure <br />to the benefit of the permitted successors and assigns of the partieshereto. <br />(r) Assignment. Buyer may not assign its rights under this Agreement without the <br />prior written consent of Seller; provided, however, that Buyer may assign its rights under this <br />Agreement to a trust, partnership, or other entity in which the trustor of Buyer, or a named beneficiary <br />of Buyer, owns no less than fifty percent (50%) of the equity ("Permitted Assignee") without the prior <br />written consent of Seller so long as the Permitted Assignee agrees in writing enforceable by Seller that <br />Permitted Assignee will be deemed Buyer under this Agreement (including without limitation the <br />attachments hereto) for all purposes and will succeed to all rights and obligations of Buyer remaining <br />as of the date Seller receives written notice of such assignment together with evidence demonstrating <br />agreement of the Permitted Assignee to be bound to Seller hereunder. In the event of an assignment to <br />a Permitted Assignee which complies with the foregoing portion of this paragraph (r) of Section 15, <br />Buyer shall be required to notify Seller of such assignment. <br />(Signatures on followingpage) <br />20 <br />