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Resolution No. 2024-59 <br /> Page 9 of 15 <br /> 11.4 Attorneys' s. If any attorney is engaged by any Party to enforce or defend any <br /> provision of this Agreement, the prevailing Party or Parties are entitled to costs and reasonable <br /> attorneys' fees. <br /> 11.5 Parties Not Co-Venturers; No Agency Relationship. Nothing in this Agreement is <br /> intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one <br /> another. <br /> 11.6 Governing Law; Venue. This Agreement shall be governed by and construed in <br /> accordance with the laws of the State of California without regard to principles of conflicts of <br /> laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior <br /> Court of Alameda County, California or in the Federal District Court for the Northern District of <br /> California. <br /> 11.7 Further Assurances. The Parties each agree to take such further actions and to <br /> execute such additional instruments as reasonably required to implement the intent of this <br /> Agreement. <br /> 11.8 Binding on Successors. This Agreement shall bind and inure to the benefit of the <br /> Parties and their respective permitted successors and assigns. Any reference in this Agreement to <br /> a specifically named Party shall be deemed to apply to any permitted successor and assign of <br /> such Party who has acquired an interest in compliance with this Agreement and the applicable <br /> requirements of the instruments referenced herein. <br /> 11.9 Severability. If any term, provision, or condition of this Agreement is held by a <br /> court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement <br /> shall continue in full force and effect unless an essential purpose of this Agreement is defeated <br /> by such invalidity or unenforceability. <br /> 11.10 Counterparts. This Agreement maybe executed in multiple counterparts, each of <br /> which shall be an original and all of which taken together shall constitute one instrument. <br /> SIGNATURES ON FOLLOWING PAGE. <br />