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11.Invatidity <br />ln the event any portion of this Agreement shoutd be hel,d to be invatid by any court of <br />competent jurisdiction, such hol.ding sha[[ not affect the remaining provisions hereof untess <br />the court's ruting includes a determination that the principal purpose and intent of this <br />Agreement are thereby defeated. <br />12. lnterpretation <br />This Agreement has been reviewed by both parties and each party has had the opportunity <br />to consult with independent counsel with respect to the terms hereof and has done so to the <br />extent that such party desired. No stricter construction or interpretation of the terms hereof <br />shatl be appl,ied against either party as the drafter hereof. <br />13. Gounterparts <br />This Agreement may be executed in counterparts, each of which sha[[ be deemed to be an <br />original. instrument. At[ such counterparts together shatl constitute a futty executed <br />Agreement. Facsimil.e transmission of this Agreement and retransmission of any signed <br />facsimite transmission shat[ be the same as delivery of an originat. <br />lN WITNESS WHEREOF the parties have signed and detivered this Agreement as of <br />the day and year first above written. <br />Signatures on the following page <br />3