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10. This Agreement shall survive closing. <br />] 1. If any provision of this Agreement is held by a court of competent jurisdiction to <br />be invalid, void or unenforceable, the remainder of the provisions of this <br />Agreement shall remain in full force and effect and shall in no way be affected, <br />impaired or invalidated. <br />12. L;ach party shall execute and deliver to the other all such other further instruments <br />and documents as may be reasonably necessary to accomplish the actions <br />contemplated by this Agreement and to provide and secure to the other party the <br />full and complete enjoyment of its rights and privileges hereunder. <br />13. This Agreement was negotiated by the parties at arm's length and each of the <br />parties hereto has reviewed this Agreement after the opportunity to consult with <br />independent counsel. Neither party shall maintain that the language in this <br />Agreement shall be construed against any signatory hereto. <br />14. Words of any gender used in this Agreement shall be held and construed to <br />include any other gender, and words in the singular number shall be held to <br />include the plural, and vice versa, unless the context requires otherwise. <br />1 ~. The undersigned persons executing and delivering this Agreement on behalf of <br />each of the parties respectively represent and certify that they are duly authorized <br />and are fully empowered to execute and deliver this Agreement and that all <br />necessary action has been taken and done. <br />(Re~r~aincler of~pnge intentionally left blank) <br />