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5. Governin _ Law. It is agreed that this Assignment shall be governed by, construed <br />and enforced in accordance with the laws of the State of Minnesota. <br />6. Partial Invalidity. The invalidity of any portion of this Assignment will not and <br />shall not be deemed to affect the validity of any other provision. In the event that any provision <br />of this Assignment is held to be invalid, the parties agree that the remaining provisions shall be <br />deemed to be in full force and effect as if they had been executed by both parties subsequent to <br />the expungement of the invalid provision. <br />7. Entirety of Agreement. This Assi�ent shall constitute the entire agreement <br />between the parties and any prior understanding or representation of any kind preceding the date <br />of this Assignment shall not be binding upon either party except to the extent incorporated in this <br />Agreement. <br />8. Modification. Any modification of this Agreement or additional obligation <br />assumed by either party in connection with this Assignment shall be binding only if placed in <br />writing and signed by each party or an authorized representative of each party. <br />9. Para ��ra�h Headings. The titles to the paragraphs of this Agreement are solely for <br />the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the <br />interpretation of the provisions of this Agreement. <br />10. Execution in Counterparts. This Agreement may be executed, acknowledged and <br />delivered in any number of counterparts and each of such counterparts shall constitute an original <br />but all of which together shall constitute one agreement. <br />2 <br />2504216v1 <br />