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45 <br /> <br /> Benefit and Assignment. Subject to provisions herein to the contrary, this Agreement <br /> shall inure to the benefit of and be binding upon the parties hereto and their respective legal <br /> representatives, successors and assigns; provided, however, that no party may assign this <br /> Agreement or any or all of its rights or obligations hereunder without the prior written consent <br /> of the other parties. <br /> <br /> Waiver of Breach. The waiver by any party of breach or violation of any provision of <br /> this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach <br /> of the same or other provision hereof. <br /> <br /> Severability. In the event any provision of this Agreement is held to be invalid, illegal <br /> or unenforceable for any reason and in any respect, such invalidity, illegality or unenforceability <br /> thereof shall not affect the remainder of this Agreement, which shall be in full force and effect <br /> and enforceable in accordance with its terms. <br /> <br /> Gender and Number. Whenever the context of this Agreement requires, the gender of <br /> all words herein shall include the masculine, feminine and neuter, and the number of all words <br /> herein shall include singular and plural. <br /> <br /> Divisions and Headings. The divisions of this Agreement into sections and the use of <br /> captions and headings in connection therewith are solely for convenience and shall have no legal <br /> effect in construing the provisions of this Agreement. <br /> <br /> Entire Agreement and Amendment. This Agreement supersedes all previous contracts, <br /> and constitutes the entire agreement of whatsoever kind or nature existing between or among the <br /> parties respecting the within subject matter, and no party shall be entitled to other benefits than <br /> those specified herein. As between or among the parties, oral statements or prior written <br /> material not specifically incorporated herein shall be of no force, and effect; the parties <br />-- specifically acknowledge that, in entering into and executing this Agreerpent, each is relying <br /> solely upon the representations and agreements contained in this Agreement and no others. All <br /> prior representations or agreements, whether written or verbal, not expressly incorporated <br /> herein, are superseded and no changes in or additions to this Agreement shall be recognized <br /> unless and until made in writing and signed by all parties hereto. <br /> <br /> <br />