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6.C. - Page 66 of 147 <br />provided that Cargill Point and Cargill are provided with thirty (30) days' advance notice of such <br />proposed written assignment, such assignment would not materially increase the surface area of <br />land draining to the Drainage Easement Area, such assignment would not result in public access <br />to the Cargill Point Property or the Cargill Property, and Cargill Point and Cargill approve such <br />assignment in writing, such approval not to be unreasonably withheld, conditioned or delayed. <br />16. Governance. This Agreement will be governed, construed and interpreted in <br />accordance with the laws of the State of California without regard to its conflicts of laws <br />provision. <br />17. Absence of Waiver. The failure of a Parry hereto at any time or times to require <br />performance of any provision hereof will in no manner affect its right at a later time to enforce <br />the same. No waiver by a Party hereto of the breach of any term or covenant by the other Party <br />hereto contained in this Agreement or in any other such instrument, whether by conduct or <br />otherwise, in any one or more instances, will be deemed to be, or construed as, a further or <br />continuing waiver of any breach, or a waiver of the breach of any other term or covenant <br />contained herein. <br />18. Amendments and Modifications. This Agreement may be amended, superseded, <br />cancelled, renewed, or extended, and its terms or covenants hereof may be waived, only by a <br />written instrument executed by the Parties hereto or in the case of a waiver, by the Party waiving <br />compliance. The Parties reserve the right by mutual written consent to amend, modify, <br />supersede, and cancel this Agreement, or waive the terms or conditions hereof, without the <br />consent of any other third party (natural or otherwise). <br />19. Counterparts. This Agreement may be executed in two or more counterparts, each <br />of which may be deemed an original but together will constitute but one and the same <br />instrument. <br />20. Mutual Ne otig ation. This Agreement has been the subject of negotiations by the <br />Parties, and this Agreement will not be construed for or against any Party merely because of such <br />Party's involvement in its initial preparation and negotiation. <br />21. Government Officials. Cargill Point and Cargill shall be notified at least twenty- <br />four (24) hours before any building, planning, code compliance, or governmental inspector <br />enters either the Cargill Point Property or Cargill Property on behalf of or at the request of a <br />Grantee Agency for any purpose related to this Agreement in order to allow a representative of <br />Cargill Point and Cargill to be present. <br />22. Reserved. <br />23. Severability. Should any one or more provisions of this Agreement be judicially <br />determined invalid or unenforceable, such judgment will not affect, impair or invalidate the <br />remaining provisions of this Agreement, the intent being that the various sections and provisions <br />hereof are severable. <br />N. <br />159 <br />