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8. Further Acts. Each of the parties, upon the request of any other, agrees to perform <br />such further acts and to execute and deliver such other documents as are reasonably necessary to <br />carry out the provisions of this Agreement. <br />9. Attorneys' Fees. In the event of any litigation arising out of the subject matter of <br />this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs. <br />10. Severability. If any term, provision, condition or covenant of this Agreement or its <br />application to any party or circumstance shall be held by a court of competent jurisdiction, to any <br />extent, invalid or unenforceable, the remaining provisions of this Agreement shall remain in full <br />force and effect to the extent allowed by law. <br />11. Governing Law and Venue. This Agreement shall be governed by and construed <br />in accordance with the laws of the State of California. In the event any legal action is commenced <br />to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach <br />thereof, the venue for such action shall be the Superior Court of the County of San Mateo, <br />12. Counterparts. This Agreement may be executed in any number of counterparts, <br />each of which shall be deemed to be an original, and all of such counterparts shall constitute one <br />agreement. To facilitate the execution of this Agreement, the parties may execute and exchange <br />counterparts of the signature pages by facsimile or electronic mail, and such facsimile or electronic <br />mail counterparts shall be binding as original signature pages. <br />[Signature page follows] <br />ATTY/AGR/2024.193 — GATEKEEPER DA -1900 BROADWAY -- EXHIBIT E — ASSIGNMENT AND ASSUMPTION AGREEMENT <br />REV: 10-22-24 VR <br />Page 3 of 4 <br />