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REV: 02-23-24 SK <br />or a portion of Company’s Facilities may be assigned or leased; however, Company shall remain <br />liable for any outstanding obligations incurred prior to such assignment. <br />11.6 Entire Agreement. This Agreement contains the entire agreement and understanding <br />between the Parties with respect to the subject matter herein. There are no representations, <br />agreements or understandings (whether oral or written) between or among the Parties relating to the <br />subject matter of this Agreement that are not fully expressed herein. <br />11.7 Amendments. This Agreement may not be amended except pursuant to a written <br />instrument signed by both Parties. <br />11.8 Severability. If any one or more of the provisions of this Agreement shall be held by <br />a court of competent jurisdiction in a final judicial action to be void, voidable, or unenforceable, such <br />provision(s) shall be deemed separable from the remaining provisions of this Agreement and shall in <br />no way affect the validity of the remaining portions of this Agreement. <br />11.9 Survival. All of the provisions, conditions and requirements of this Agreement shall <br />be in addition to any and all other obligations and liabilities Company may have to the City at <br />common law, by statute, or by contract, and shall survive the City’s Agreement to Company and any <br />renewals or extensions thereof. All of the provisions, conditions, regulations, and requirements <br />contained in this Agreement shall further be binding upon the heirs, successors, executors, <br />administrators, legal representatives and assigns of the Parties and all privileges, as well as all <br />obligations and liabilities of each Party shall inure to its heirs, successors and assigns equally as if <br />they were specifically mentioned wherever such Party is named herein. <br />11.10 Governing Law and Venue. This Agreement shall be subject to, and governed and <br />construed by and in accordance with, the laws of the State of California. In the event that suit is <br />brought by a Party to this Agreement, the Parties agree that trial of such action shall be vested <br />exclusively in the state courts of California in San Mateo County, or in the United States District <br />Court, Northern District of California. <br />11.11 Successors. This Agreement is binding upon the successors, assigns and transferees <br />of the Parties hereto. <br />ATTY/AGR.2024.018/Astound Broadband, LLC (Fiber Agreement) (Page 14 of 20) <br />6.E. - Page 17 of 23 <br />186