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-8 - <br />other litigation), the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs (including the service of process, filing fees, court and court reporter <br />costs, investigative fees, expert witness fees, and the costs of any bonds, whether taxable <br />or not) and shall include the right to recover such fees and costs incurred in any appeal <br />or efforts to collect or otherwise enforce any judgment in its favor in addition to any other remedy it may obtain or be awarded. Any judgment or final order issued in any legal proceeding shall include reimbursement for all such attorneys’ fees and costs. In any legal <br />proceeding, the “prevailing party” shall mean the party determined by the court to most <br />nearly prevail and not necessarily the party in whose favor a judgment is rendered. <br />10.2 Interpretation. This Agreement has been negotiated at arm’s length and each party has been represented by independent legal counsel in this transaction and this Agreement has been reviewed and revised by counsel to each of the <br />Parties. Accordingly, each party hereby waives any benefit under any rule of law <br />(including Section 1654 of the California Civil Code) or legal decision that would require <br />interpretation of any ambiguities in this Agreement against the drafting party. <br />10.3 Survival. All indemnities, covenants, representations and warranties contained in this Agreement shall survive Close of Escrow. <br />10.4 Successors. Except as provided to the contrary in this Agreement, <br />this Agreement shall be binding on and inure to the benefit of the Parties and their <br />successors and assigns. <br />10.5 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. <br />10.6 Integrated Agreement; Modifications. This Agreement contains all <br />the agreements of the Parties concerning the subject hereof any cannot be amended or <br />modified except by a written instrument executed and delivered by the parties. There are no representations, agreements, arrangements or understandings, either oral or written, between or among the parties hereto relating to the subject matter of this Agreement that <br />are not fully expressed herein. In addition there are no representations, agreements, <br />arrangements or understandings, either oral or written, between or among the Parties <br />upon which any party is relying upon in entering this Agreement that are not fully expressed herein. <br />10.7 Severability. If any term or provision of this Agreement is <br />determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such <br />illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this <br />Agreement, any such provision shall not be affected by the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this Section, then the stricken <br />provision shall be replaced, to the extent possible, with a legal, enforceable and valid <br />provision this is in keeping with the intent of the Parties as expressed herein. <br />362