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5.4 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, <br />such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from <br />this Agreement, any such provision shall not be affected by the legality, enforceability, <br />or 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 <br />stricken provision shall be replaced, to the extent possible, with a legal, enforceable and <br />valid provision this is in keeping with the intent of the Parties as expressed herein. <br />5.6 Time. Time is of the essence to the performance of each <br />and every obligation under this Agreement. <br />5.7 Signatures/Counterparts. This Agreement may be executed <br />in two or more counterparts, each of which shall be deemed an original, but all of which <br />together shall constitute one and the same instrument. Any one of such completely <br />executed counterparts shall be sufficient proof of this Agreement. <br />5.8 Date and Delivery of Agreement. Notwithstanding anything <br />to the contrary contained in this Agreement, the Parties intend that this Agreement shall <br />be deemed effective, and delivered for all purposes under this Agreement, and for the <br />calculation of any statutory time periods based on the date an agreement between <br />parties is effective, executed, or delivered, as of the Effective Date. <br />5.9 Representation on Authority of Parties. Each person signing <br />this Agreement represents and warrants that he or she is duly authorized and has legal <br />capacity to execute and deliver this Agreement. Each Party represents and warrants to <br />the other that the execution and delivery of the Agreement and the performance of such <br />Party's obligations hereunder have been duly authorized and that the Agreement is a <br />valid and legal agreement binding on such Party and enforceable in accordance with its <br />terms. <br />SIGNATURES ON FOLLOWING PAGE <br />3 <br />3522301.1 <br />