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assignment is permitted, this Agreement shall inure to the benefit of and bind the respective successors and assigns of the Parties. Except as otherwise provided herein, this Agreement is for the exclusive benefit of the Parties hereto and not for the benefit of any other person and shall not be deemed to have conferred any rights, express or implied, upon or duties to any other person. d. Advice of Counsel: Each of the Parties has read this entire Agreement and has been given the opportunity to seek advice of counsel prior to executing this Agreement. No Party shall deny the validity or enforceability of this Agreement on the basis that the Party did not have the advice of counsel. Each Party acknowledges and agrees that he, she or it has received or had the opportunity to receive independent legal advice by counsel selected solely by such Party in the preparation, review, and advisability of entering into this Agreement and that the rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. e. Authori : Each Party represents and warrants to the others that (i) this Agreement is duly authorized, executed, and delivered by the representing Party; (ii) this Agreement is a legal, valid, and binding obligation of the representing Party, enforceable against the representing Party except as enforcement may be limited by law; and (iii) the authorization, execution and delivery of this Agreement by such Party does not violate any provision of any agreement or judicial order to which the representing Party is a party or to which the representing Party is subject. f. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California. The Parties agree that all actions or proceedings arising directly or indirectly under this Agreement shall be litigated in courts located within or with jurisdiction over the County of San Mateo, State of California, United States, and each Party expressly consents to the jurisdiction of any such local, state or federal court, and consents that any service of process in such action or proceeding may be made by personal service upon such Party wherever same may then be located, or by certified or registered mail directed to such Party at the address set forth in this Agreement. g. Ambiguities and Uncertainties. Each Party participated, or had the opportunity to participate in, the preparation of this Agreement, which Agreement was negotiated at arms -length, and to consult with counsel. In the event of an ambiguity, the terms of this Agreement shall not be construed against any Party. h. Gender Neutral and Singular and Plural: As used in this Agreement, the masculine, feminine, or neuter gender, and the singular or plural number shall each be deemed to include the other whenever the contents so indicate. i. Captions and Paragraph Headings: Captions and paragraph headings used herein are for convenience only. They are not a part of this Agreement and shall not be used in construing this Agreement. ATN/AGR/SETTLEMENTS/SETTLEMENT AGREEMENT - ALISON MADDEN REV: 07-21-22 VR Page 10 of 13