Agmt17 Whitley Burchett and Associates Inc.

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will not result in any default under any other agreement, instrument or obligation to which it is a party. Each person executing this Assignment on behalf of a party that is an entity hereunder represents and warrants that he or she is duly authorized to execute and deliver this Assignment on behalf of such party in accordance with the articles or certificate of incorporation or formation, bylaws, limited liability company agreement, partnership agreement or other governing document of such party. 7. Inteeration Clause; Severability. No Amendment. This Assignment, including the Exhibits attached hereto, sets forth all the agreements between the parties hereto with respect to the subject matter hereof, and there are no other agreements either oral or written other than as set forth in this Assignment. If any term or provision of this Assignment, or the application thereof, shall be invalid or unenforceable, such provision shall be deemed severed from this Assignment and the remainder of this Assignment, shall not be affected thereby, and each term and provision of this Assignment shall be valid and be enforced to the fullest extent permitted by law. This Assignment may only be modified, or a term thereof waived, by a writing signed by an authorized officer of the parties hereto expressly setting forth such modification or waiver. 8. No Waiver. Any failure by either party hereto to comply with any obligation, agreement, covenant, or condition set forth in this Assignment may be expressly waived in writing by the other party hereto. However any waiver, or failure to insist upon strict compliance with any obligation, agreement, covenant, or condition, shall not operate as a continuing waiver thereof. 9. Governing Law; Consent to Jurisdiction. Enforcement. This Assignment shall be construed and interpreted, and all disputes, claims, and questions arising hereunder shall be determined, in accordance with the laws of the State of California without regard to its conflicts of laws provisions. The parties hereto agree that any legal action or proceeding brought by either party hereto and arising from or in connection with this Assignment or any breach hereunder shall be brought in the California Superior Court for the County of Yolo. In the event that any action is initiated to interpret or enforce any of the terms of this Assignment or to enforce any judgment, the prevailing party shall be entitled to receive from the other party, in addition to damages and injunctive or other relief, reasonable attorneys' fees, costs, and expenses incurred in connection therewith. 10. Binding Effect. This Assignment shall be binding on and inure to the benefit of the parties hereto and their respective successors in interest and assigns, except as provided in this Assignment. 11. Time. Time is of the essence of this Assignment and each and every provision hereof. Any extension of time granted for the performance of any duty under this Assignment shall not be considered an extension of time for the performance of any other duty under this Assignment. REV: 04-10-17 MI Page 3 of 5 ATTY/AGR.2017.078/Whitley Burchett and Associate