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other litigation), the prevailing party shall be entitled to recover its reasonable attorneys' <br />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 <br />remedy it may obtain or be awarded. Any judgment or final order issued in any legal <br />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 <br />length and each party has been represented by independent legal counsel in this <br />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 <br />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 <br />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 <br />no representations, agreements, arrangements or understandings, either oral or written, <br />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 <br />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 <br />validity of the remainder of this Agreement. If any provision or part thereof of this <br />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 />M <br />