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10. Miscellaneous. <br />I0.1 Governing law. This Agreement shall be construed in accordance with, <br />and governed by the substantive laws of, the State of Utah, without reference to principles <br />governing choice or conflicts of laws. <br />10.2 Enforcement. In the event of a dispute between the parties arising <br />under this Agreement, the party prevailing in such dispute shall be entitled to collect such <br />party's costs from the other parry, including without limitation court and investigation costs <br />and reasonable attorneys' fees and disbursements. <br />10.3 Captions. The captions used herein aze for ease of reference only and <br />shall not define or ]imit the provisions hereof. <br />10.4 Assignment. The benefit of this Agreement may not be assigned or in <br />any manner transferred and the obligations may not be delegated, except by the Corporation <br />as a subsidiary or successor entity. Subject to the foregoing limitation upon assignment and <br />delegation, this Agreement shall be binding upon and inure to the benefit of the parties and <br />their respective legal representatives, successors, agents, heirs and assigns. <br />I0.5 Severnhility. In the event any one or more of the provisions contained <br />in this Agreement shalt for any reason be held to be invalid, illegal or unenforceable in any <br />respect, such invalidity, illegality or unenforceabiliry shall not affect the validity of any othes <br />provision hereof and this Agreement shall be construed as if such invalid, illegal or unen- <br />forceable provision were not contained herein; provided that the Agreement as so modified <br />preserves the basic intent of the parties. <br />10.6 Entire Agreement. This Agreement constitutes the entire agreement <br />between the parties hereto with respect to the subject matter contained herein, and there are <br />no covenanu, terms or conditions, express or implied, other than as set forth or referred to <br />herein. This Agreement supersedes all prior agreements between the parties hereto relating <br />to all or part of the subject matter herein. No patty has made any representations, oral or <br />written, modifying or contradicting the terms of this Agreement. The parties may not <br />amend, modify or cancel this Agreement except as provided herein or by a written agreement <br />signed by all the parties to this Agreement. <br />-3- <br />