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8 <br />19.FURTHER ASSURANCES <br />The Parties agree that they will each undertake in good faith, as permitted by law, any <br />action and execute and deliver any document reasonably required to carry out the intents <br />and purposes of this Agreement. <br />20.TIME <br />Time is of the essence of this Agreement. <br />21.ENTIRE AGREEMENT <br />This Agreement embodies the entire agreement between Sellers and Buyer and <br />supersedes all prior discussions, understandings, or agreements between Sellers and <br />Buyer concerning the transaction contemplated in this Agreement, whether written or <br />oral. <br />22.BINDING EFFECT; COUNTERPARTS; SIGNATURES <br />All the terms and conditions of this Agreement will be effective and binding upon the <br />Parties and their successors and assigns at the time the Agreement is fully signed and <br />delivered by Buyer and Sellers. This Agreement may be separately executed in <br />counterparts by Buyer and Sellers, and the same, when taken together, will be regarded as <br />one original Agreement. Facsimile signatures will be regarded as original signatures. <br />23.AUTHORITY TO EXECUTE; EXISTENCE <br />The undersigned persons executing and delivering this Agreement on behalf of the <br />Parties each represent and certify that they are the duly authorized representatives of the <br />respective Parties and have been fully empowered to execute and deliver this Agreement <br />and that all necessary action has been taken and done. <br />[Signature Page Follows]