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approve any counsel selected by the Indemnitees to defend them in <br />the Project Litigation. <br /> <br /> 10. Miscellaneous. <br /> <br /> a. In any litigation to enforce the terms of this <br />Agreement, including the performance of a Party's obligations <br />hereunder, the prevailing party to the litigation, as determined <br />by a court in a final judgment or decree, shall be entitled to <br />recover from the non-prevailing party its reasonable costs and <br />expenses incurred in connection with such litigation, including <br />reasonable attorneys' fees. <br /> <br /> b. No promise or inducement has been made by any <br />Party other than those set forth in this Agreement. This <br />Agreement constitutes a single integrated contract expressing the <br />entire Agreement between the Parties pertaining to the subject <br />matter contained in the Agreement and supersedes all prior <br />agreements, representations, negotiations, discussions, and <br />understandings of the Parties pertaining to the subject matter <br />contained in the Agreement. No supplement, modification, or <br />amendment of this Agreement shall be binding unless executed in <br />writing by all of the Parties affected thereby. <br /> <br /> c. No waiver of any of the provisions of this <br />Agreement shall be deemed, or shall constitute, a waiver of any <br />other provisions, whether or not similar, nor shall any waiver <br />constitute a continuing waiver. No waiver shall be binding <br />unless executed in writing by the Party making the waiver. <br /> <br /> d. This Agreement shall be binding on and shall inure <br />to the benefit of the Parties hereto and their respective <br />affiliates, agents, officers, directors, employees, <br />representatives, successors, assigns, attorneys and insurers. <br /> <br /> e. The Parties understand, agree, and acknowledge <br />that their respective promises, representations, and warranties <br />contained herein are essential and material terms of this <br />Agreement. <br /> <br /> f. In the event of any ambiguity in or dispute <br />regarding the interpretation of this Agreement, the <br />interpretation of this Agreement shall be construed as if all <br />Parties jointly prepared it and shall not be resolved by any rule <br />of interpretation providing for interpretation against the party <br />who causes the uncertainty to exist or against the draftsman. <br /> <br /> g. This Agreement may be executed in one or more <br /> counterparts, each of which shall be deemed an original, but all <br /> of which together shall constitute one and the same instrument. <br /> <br /> <br />