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5. Governing 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 Assignment 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. Paragraph 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 /> 2504216vi <br />