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be filed and litigated solely in the state court in the county in which the Purchase and Sale <br /> Agreement is governed is located or if such suit or action cannot be filed and or litigated in state <br /> court, then in the federal court located closest to the Real Property as that term is defined in the <br /> Purchase and Sale Agreement. Each party hereby consents to the personal and subject matter <br /> jurisdiction of said courts. Assignor and Assignee agree that San Mateo County shall for all <br /> purposes be considered the place in which this Assignment was entered into, notwithstanding the <br /> order in which, or the location or locations at which, it may have been executed or delivered. <br /> 6. Attorneys' Fees. If a legal action, suit, or proceeding is brought by Assignor or <br /> Assignee to enforce or interpret any of the provisions of this Assignment, the prevailing party <br /> shall be entitled to recover all costs and reasonable attorneys' fees incurred in connection <br /> therewith. "Prevailing party" within the meaning of this paragraph shall include, without <br /> limitation, a party who brings an action against the other after the other party is in breach or <br /> default, if such action is dismissed upon the other party's payment of the sums allegedly due or <br /> performance of the covenant allegedly breached, or if the party commencing such action or <br /> proceeding obtains substantially the relief sought by it in such action whether or not such action <br /> proceeds to a final judgment or determination. <br /> 7. Interpretation. This Assignment shall be interpreted in accordance with the <br /> common meaning of its terms and shall not be interpreted strictly for or against either party. <br /> 8. Counterparts. This Assignment may be executed in any number of counterparts, <br /> each of which shall be deemed an original, and when taken together they shall constitute one and <br /> the same Assignment. Signatures may be made by facsimile provided the original is promptly <br /> mailed to the other party. <br /> 9. Successors & Assigns. This Assignment shall be binding upon, and inure to the <br /> benefit of, the parties hereto and their respective successors, heirs, administrators and assigns. <br /> IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the <br /> day and year first above written. <br /> "ASSIGNOR" "ASSIGNEE" <br /> By: By: <br /> Title: Title: <br /> Purchase and Sale Agreement 1548 Maple <br /> 03.04.2011 v.1 <br /> 38 <br />