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a. Entire Agreement. This Agreement and the Option Agreement embody <br />the entire agreement between the Parties and cannot be varied, except by the written <br />agreement of the parties. This Agreement supersedes all prior and contemporaneous <br />negotiations, understandings and agreements, written or oral, between the parties other <br />than the provisions of Section 8 of the Option Agreement and the provisions of Section <br />11 of the Option Agreement, to the extent necessary to enforce Section 8 of the Option <br />Agreement. <br />b. Attorneys' Fees; Costs; Venue. If any legal action is commenced by any <br />party to enforce any provision of this Agreement, the losing party will pay to the <br />prevailing party all actual expenses, including reasonable costs and attorney's fees, <br />incurred by the prevailing party. The prevailing party is the party who receives <br />substantially the relief sought, whether by judgment, summary judgment, dismissal, <br />settlement or otherwise. <br />c. Counterparts. This Agreement may be executed in several original <br />counterparts, each of which and all together will constitute this Agreement in its entirety. <br />A counterpart of this Agreement or any amendment thereto executed by a party and <br />delivered to the other party via telecopier will be construed as a legally binding signature. <br />Without delay, the sending party should deliver an original, signed counterpart to the <br />other party. <br />d. Headings. The headings contained in this Agreement are for reference <br />purposes only and do not in any way affect the meaning or interpretation hereof. <br />e. Exhibits. The Exhibits attached to this Agreement are incorporated into <br />and are a part of this Agreement. <br />f. Dates. Time is of the essence with respect to this Agreement. If the final <br />day of a period or date of performance under this Agreement falls on a Saturday, Sunday <br />or legal holiday, then the final day of the period or the date of performance will be <br />deemed to fall on the next day that is not a Saturday, Sunday or legal holiday. <br />g. Enforceability. If any provision of this Agreement is adjudged to be <br />invalid or unenforceable by a court of competent jurisdiction, this Agreement should be <br />construed as if such invalid or unenforceable provision had not been inserted herein and <br />should not affect the validity or enforceability of the remainder of this Agreement. <br />h. No Third Party Beneficiaries. Nothing in this Agreement, expressed or <br />implied, is intended to confer any rights or remedies under or by reason of this <br />Agreement on any person other than the parties to it and their respective permitted <br />successors and assigns. Furthermore, nothing in this Agreement is intended to relieve or <br />discharge any obligation of any third person to any party hereto or give any third person <br />any right of subrogation or action over or against any party to this Agreement. <br />i. No Partnership. Nothing contained herein and no act by Buyer or Seller in <br />the performances of, or in any way related to, this Agreement should be construed to <br />create or evidence in any manner any employment, partnership, agency or joint venture <br />C-14 <br />4937063v3 <br />