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15. Governing Law; Venue. This Agreement shall be construed in all respects to be in <br />accordance with, and any dispute arising hereunder shall be governed by, the substantive and <br />procedural laws of the State of Indiana (state). The Parties hereby irrevocably consent to the <br />exclusive jurisdiction of the courts of the State of Indiana (state) in _Porter_ County, and the <br />United States District Court for _Indiana_ (state), and waive any contention that any such court is <br />an improper venue for enforceability of this Agreement. Notwithstanding the foregoing, to the <br />extent any action, claims, demand or dispute is subject to a specified venue under the DOE <br />Agreement, the Parties hereby agree to submit such matter to such specified venue as described in <br />the DOE Agreement. <br />16. Assignment of Contract. Neither Party may assign or transfer this Agreement or <br />any rights or liabilities herein, in whole or in part, without the prior written consent of the other <br />party, which consent shall not be unreasonably withheld. <br />17. Modification of Agreement. This Agreement constitutes the entire agreement <br />between the Parties hereto. To be effective, any modification of this Agreement must be in writing <br />and signed by the Party to be charged thereby. <br />18. Headings. The headings of the paragraphs of this Agreement are inserted for <br />convenience of reference only and shall not in any manner affect the construction or meaning of <br />anything contained herein or govern the rights or liabilities of the Parties hereto. <br />19. Interpretation. Whenever the context requires, all words used in the singular <br />number shall be deemed to include the plural and vice versa, and each gender shall include any <br />other gender. The use herein of the word "including," when following any general statement, term <br />or matter, shall not be construed to limit such statement, term or matter to the specific items or <br />.matters set forth immediately following such word or to similar items or matters, whether or not <br />non -limiting language (such as "without limitation," or "but not limited to," or words of similar <br />import) is used with reference thereto, but rather shall be deemed to refer to all other items or <br />matters that could reasonably fall within the broadest possible scope of such general statement, <br />term or matter. <br />20. Notices. All notices, requests and communications required or permitted hereunder <br />shall be in writing and shall be sufficiently given and, deemed to have been given and received <br />upon personal delivery or, if mailed, upon the date mailed if sent by certified or registered mail or <br />a nationally recognized overnight courier service addressed as follows: <br />If to CFO: Clean Fuels Ohio <br />530 West Spring Street, Suite 250 <br />Columbus, Ohio 43215 <br />Attn: Sam Spofforth <br />With a copy to: Ice Miller LLP <br />250 West Street <br />Columbus, Ohio 43215 <br />Attn: Sarah E. Lynn <br />-6- <br />CO\5010364.2 <br />0015189851.1 <br />