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(b) Fees The successful Party in any suit, action or proceeding brought to
<br />enforce this Agreement shall be entitled to recover the costs, expenses and fees incurred in any
<br />such suit, action or proceeding, including attorneys' fees and expenses.
<br />(c) Entire Agreement This Agreement (including the Exhibit attached
<br />hereto) constitutes the entire understanding between the Parties with respect to the subject matter
<br />hereof and supersedes all negotiations, prior discussions or prior agreements. No representation,
<br />warranty, covenant, agreement, promise, inducement or statement, whether oral or written, has
<br />been made by a Party that is not set forth in this Agreement, and no Party shall be bound by or
<br />liable for any alleged representation, warranty, covenant, agreement, promise, inducement or
<br />statement not so set forth.
<br />(d) Amendment and Waiver This Agreement may not be altered or amended,
<br />nor any rights hereunder be waived, except by an instrument in writing and executed by the Party
<br />or Parties to be charged with such amendment or waiver. No waiver of any term, provision or
<br />condition of this Agreement shall be deemed to be, or construed as, a further or continuing,
<br />waiver of any such term, provision or condition, or as a waiver of any other term, provision or
<br />condition hereof.
<br />(e) Severability If any provision of this Agreement is invalid or
<br />unenforceable in any jurisdiction, such provision shall be fully severable from this Agreement
<br />and the other provisions hereof shall remain in full force and effect in such jurisdiction and the
<br />remaining provisions hereof shall be liberally construed to carry out the provisions and intent
<br />hereof; provided, if any one or more of the provisions contained in this Agreement shall be
<br />determined or held to be invalid or unenforceable because such provision is overly broad as to
<br />duration, geographic scope, activity, subject or otherwise, such provision shall be deemed
<br />amended by limiting and reducing it to the minimum extent necessary to make such provision
<br />valid and enforceable. The invalidity or unenforceability of any provision of this Agreement in
<br />any jurisdiction shall not affect the validity or enforceability of such provision in any other
<br />jurisdiction, nor shall the invalidity or unenforceability of any provision of this Agreement with
<br />respect to any person or entity affect the validity or enforceability of such provision with respect
<br />to any other person or entity.
<br />(f) relationship of Parties It is not the intention of the Parties to create, nor
<br />shall this Agreement be construed as creating, a partnership, joint venture, agency relationship,
<br />trust or other association that would render any Party liable for the action of any other Party. No
<br />Party shall have any right, power or authority to act or to create any duty or obligation, express
<br />or implied, on behalf of any other Party, or to hold itself out as a representative or agent of any
<br />other Party.
<br />(g) Binding Effect This Agreement shall be binding upon the Parties and
<br />their respective successors and assigns. Except for the Parties, and their successors and assigns,
<br />nothing in this Agreement, express or implied, is intended to confer upon any other entity or
<br />person any benefits, rights or remedies.
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