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9. Default. In the event of breach of this Agreement, the non -defaulting party may
<br />seek judicial relief from a court of competent jurisdiction. The prevailing party shall be entitled
<br />to all of its costs and expenses including reasonable attorneys' fees.
<br />10. No Transfer. Each Party represents, warrants and covenants that it has the sole
<br />right and authority to execute this Agreement, and that it has not previously assigned or
<br />transferred, or purported to have assigned or transferred, to any corporation, entity or person, any
<br />cause of action, judgment, lien, indebtedness, damage, obligation, loss, claim, liability, or right
<br />included in this Agreement.
<br />11. Consultation With Attorneys And Advisors. The Parties expressly
<br />acknowledge that they have consulted, or have had the opportunity to consult, with whatever
<br />consultants, attorneys or other advisors each deems is appropriate in connection with the effect
<br />of this Agreement, and each Party assumes the risk arising from not seeking further additional
<br />consultation with such advisors. This Agreement has been, and shall be construed to have been,
<br />drafted by all of the Parties, so that the rule of construing the ambiguities against the drafter shall
<br />have no force or effect.
<br />12. Governing Law. The validity, construction, interpretation and administration of
<br />this Agreement shall be governed by the internal laws of the State of Minnesota, without regard
<br />to the principles of conflict of laws. Any action arising out of, or relating to, this Agreement shall
<br />be filed in a court of competent jurisdiction in Minnesota. Each Party hereby consents to the
<br />jurisdiction of such courts for the purposes described in this Section.
<br />13. Integration Clause. The Parties and/or their attorneys have engaged in settlement
<br />negotiations resulting in the execution of this Agreement. All of those settlement negotiations
<br />have been completed and are merged into this Agreement, which states as a final, complete,
<br />express, written and unambiguous integration exactly what the Parties have agreed. With respect
<br />to its subject matter, including without limitation all matters incorporated herein by reference,
<br />this Agreement is a complete integration and final expression of the Parties rights and duties.
<br />This Agreement is intended to be enforceable according to its written terms. There are no
<br />promises, oral agreements, representations, understandings or expectations of the Parties to the
<br />contrary.
<br />14. Modification. Any alteration, modification or amendment to this Agreement shall
<br />be void unless in writing, signed by both Parties.
<br />15. Severance. If, after the Effective Date of this Agreement, any provision of this
<br />Agreement is held to be illegal, invalid or unenforceable under present or future laws effective
<br />during the term of this Agreement, such provision will be fully severable and the remainder of
<br />the Agreement will remain enforceable and not affected thereby.
<br />16. Persons Bound. Except as otherwise stated herein, the terms of this Agreement
<br />shall extend to, and are binding upon, the Parties and each of their respective heirs, beneficiaries,
<br />representatives, partners, members, officers, directors, shareholders, employees, agents, and
<br />authorized successors and assigns.
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