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under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole. 7.15. Amendments. No addition to or modification of any provision contained in this Agreement shall be effective unless fully set forth in writing by Buyer and Seller. 7.16. Assignment. Buyer may not assign its rights and obligations under this Agreement, without Seller's prior consent, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, without Seller's consent, Buyer may assign its rights and obligations to an entity controlled by Buyer or any of the principals of Buyer. 7.17. Exhibits. All exhibits to which reference is made in this Agreement are incorporated in this Agreement by the respective references to them, whether or not they are actually attached, provided they have been signed or initialed by the parties. Reference to "this Agreement" includes matters incorporated by reference. 7.18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. 7.19. Time of Essence. Seller and Buyer hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof and that failure to timely perform any of the terms, conditions, obligations or provisions hereby by either party shall constitute a material breach of and a noncurable (but waivable) default under this Agreement by the party so failing to perform. 7.20. Binding Upon Successors. The terms and conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns, and successors of the parties hereof. 7.21. Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement, or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below. 17 82483 00000\55 71002.3 ATTY /AGR/2010.120 103010