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C. Each of the Parties represents and warrants that it has all necessary power and authority to enter into this Agreement, that its execution thereof has been duly and validly authorized by all necessary corporate or other action on its part, that it has obtained all required governmental and other third party consents necessary for it to enter into this Agreement, and that this Agreement constitutes a valid and binding obligation on its part, enforceable against it in accordance with the terms hereof. V. Miscellaneous Provisions. A. Term of Aareement. This Agreement shall remain in effect until all of its terms and conditions have been satisfied, including compliance with any requests for additional information clarification or documentation under the provisions hereof. B. Entire Aareement. This Agreement contains the entire understanding between the Parties hereto, supersedes any prior written or oral agreement or writing signed by the Parties hereto or by operation of law; provided, however, that Public Allies may from time to time modify the provisions of the Public Allies Silicon Valley Partner Organization Supervisor Expectation handbook and the Ally Policies, Graduation Requirements and Expectations handbook. Any modifications shall be considered to be incorporated into, and be part of, this Agreement, as fully as if set forth herein and the Agreement shall continue in full force and effect. C. Waiver. No term or condition of any term, condition, representation or warranty of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the Party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term, condition, representation or warranty waived and shall not constitute a waiver of such for the future or as to any other that is not specifically waived. D. Severabilitv. If, for any reason, any provision of this Agreement or its application to any Party, entity (entities) or circumstance(s) is held invalid by any court of competent jurisdiction, this invalidity shall not affect any other provision or application which can be given effect without the invalid provision or application. E. Caotions. Any captions of articles, sections, subsections, paragraphs or subparagraphs of this Agreement are solely for the convenience of the Parties and are not a part of this Agreement or to be used for the interpretation of this Agreement or any provision thereof. F. Notices. Any notice required to be given under this Agreement will be deemed to have been duly given if in writing and delivered by hand delivery, facsimile or certified mail, return receipt requested, in each case effective upon receipt, to the address of the Party set forth after their respective signatures below (or such other address as a Party may designate by written notice under this paragraph). Public Allies Partner Organization Agreement 8