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(g) Authority and Consent to Transfer Assets. Seller has the right, power, Iegal capacity, and authority to enter into and perform its obligations under this Agreement, and no approvals or consents of any persons other than Seller are.necessary in connection with it. The execution and delivery of this Agreement by Seller has been duly authorized by its board of directors. ; 4.2 Buver's Representations and Warranties. Buyer represents and ', warrants to Seller as follows: (i)that Buyer is a professional corporation duly organized, validly � existing, and in good standing under the laws of California; (ii) that the execution and delivery of ; this Agreement and the consummation of this transaction by Buyer have been duly authorized, and no further corporate authorization is necessary on the part of Buyer; and (iii) that the consummation of the transactions contemplated by this Agreement will not result in or constitute a default ar an event that, with notice or lapse of time or both, would be a default, breach, or violation of any agreement, instrument, or arrangement to which Buyer is a party. ARTICLE V Miscellaneous 5.1 Headines. The subject headings of the sections and subsections of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions. � 5.2 Intesration; Modification; Waiver. This Agreement, including all Schedules and Exhibits (all of which are incorporated into the Agreement), constitutes and contains the entire agreement and understanding concerning the subject matter between the parties, sets fvrth all inducements made by any party to any other party with respect to any of the subject matter, and supersedes and replaces all prior and contemporaneous negotiations, proposed agreements or agreements, whether written or oral. Each of the parties acknowledges to each of the other parties that no other party nor any agent or attorney of any other party has made any promise, representation or warranty whatsoever, express or implied, written ar oral, not contained herein concerning the subject matter hereof to induce it to execute this Agreement, and each of the parties acknowledges that it has not executed this Agreement in reliance on any promise, representation or warranty not contained herein. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 5.3 Counternarts. 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 or�e and the same instrument. 13