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Assignor acknowledges and agrees that the representations, warranties, covenants, agreements ', and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall , remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern. i 4. Further Actions. Each of the parties hereto covenants and agrees, at its own expense, to execute and deliver, at the request of the other party hereto, such further instruments of transfer and assignment and to take such other action as such other party may reasonably ' request to more effectively consummate the assignments and assumptions contemplated by this ' Assignment and Assumption Agreement. 5. Miscellaneous. (a) Counterparts. This Assignment a�id Assumption Agreement may be � executed in any number of counterparts, and by facsimile, all of which shall be considered one � and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to each other party. (b) Construction; Representation by Counsel. The parties to this Assignment and Assumption Agreement acknowledge and agree that they have been represented and advised ; by counsel in connection with the negotiation and preparatzon of this Assignment and Assumption Agreement, and this Assignment and Assumption Agreement shall be deemed to ' have been drafted jointly by the parties, notwithstanding that one party or the other may have ', performed the actual drafting hereo£ This Assignment and Assumption Agreement shall be ' construed and interpreted in accordance witli the plain meaning of its language, and not for or ' against any party, and as a whole, giving effect to all the terms, conditions and provisions hereof. Whenever the context may require, any provisions used in this Assignment and Assumption Agreement shall include the corresponding masculine, feminine, or neuter forms. (c) Governing Law. This Assignment and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to the choice of law principles thereof, and the parties hereto agree that all actions relating to the enforcement or interpretation of this Assignment and Assumption Agreement shall be resolved exclusively before the state or federal courts in the County of San Francisco, in the State of California. Without limiting the applicability or enforceability of other forms of service I of process, the parties hereto irrevocably consent to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in aecordance with the notice provisions of the Purchase Agreement, and that when so i made shall be as if served upon him,her or it personally within the State of California. (d) Complete Agreement. This Assignment and Assumption Agreement and the Purchase Agreement, constitute the entire agreement between the parties relating to the subject matter hereof, and supersede all prior agreements, understandings, representations or warranties, if any, whether aral, written or unwritten, to the extent they relate in any way to the subject matter hereof. Other than the Purchase Agreements expressly contemplated by this Assignment and Assumption Agreement, there is no separate agreement, contract or � ' 2 I'�