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waives the right to trial by jury in any action, counterclaim, dispute, or proceeding based upon, or <br />related to, the subject matter of this Agreement. This waiver applies to all claims against all parties <br />to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by <br />both Parties. <br /> <br />20. ATTORNEYS’ FEES <br /> <br />In the event either Party pursues any legal action (including arbitration) to enforce or interpret this <br />Agreement, the Buyer shall pay Seller’s reasonable attorneys’ fees and other costs and expenses <br />(including expert witness fees). <br /> <br />21. WAIVER <br /> <br />Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or <br />privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial <br />exercise of any right, remedy, power, or privilege preclude any other or further exercise of the <br />same or of any right, remedy, power, or privilege with respect to any occurrence be construed as <br />a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No <br />waiver shall be effective unless it is in writing and is signed by the party asserted to have granted <br />such waiver. <br /> <br />22. SEVERABILITY <br /> <br />If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, <br />void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in <br />full force and effect unless amended or modified by mutual consent of the Parties. <br /> <br />23. FURTHER ASSURANCES <br /> <br />The Parties agree that they will each undertake in good faith, as permitted by law, any action and <br />execute and deliver any document reasonably required to carry out the intents and purposes of this <br />Agreement. <br /> <br />24. ENTIRE AGREEMENT <br /> <br />This Agreement embodies the entire agreement between Seller and Buyer and supersedes all prior <br />discussions, understandings, or agreements, whether written or oral, between Seller and Buyer <br />concerning the transaction contemplated in this Agreement. <br /> <br />25. ASSIGNMENT <br /> <br />Buyer and Seller agree that this Agreement or any of Buyer’s rights hereunder may not be assigned <br />by Buyer, in whole or in part, without the prior written consent of Seller. In the event Buyer wishes <br />to obtain Seller’s consent regarding a proposed assignment of this Agreement, Buyer shall provide <br />any and all information reasonably demanded by Seller in connection with the proposed assignment <br />and/or the proposed assignee. The restrictions on assignment set forth in this Section shall survive <br />Closing and shall continue in full force and effect until Buyer has fully satisfied all post-closing