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<br />LA515-1-915333.v3 <br />(whether of the State of Minnesota or any other jurisdiction) that would cause the <br />application of the law of any jurisdiction other than the State of Minnesota. All <br />legal proceedings shall be venued in the County of Washington or federal district <br />court in Minneapolis/St. Paul. <br />b. Headings. The headings of the several sections contained herein are for <br />convenience only and do not define, limit or construe the content of such sections. <br />c. Modifications. Each party agrees that any modification of this Agreement will be <br />effective only if it is in writing signed by both parties. <br />d. Entire Agreement and Prior Agreements. This Agreement is intended by the <br />parties as a final expression of their agreement, which cancels, supersedes and <br />revokes all prior negotiations, representations and agreements between the parties, <br />whether oral or written, relating to the subject matter of this Agreement, including <br />without limitation any prior agreements between the parties. Each party to this <br />Agreement acknowledges that no representations, inducements, promises, or <br />agreements have been made, orally or otherwise, by any party, or by anyone <br />acting on behalf of any party, which is not embodied herein, and that no other <br />agreement, statement or promise not contained in this Agreement shall be valid or <br />binding. <br />e. Severability. Whenever possible, each provision of this Agreement will be <br />interpreted in such a manner to be effective and valid under applicable law. If any <br />provision of this Agreement is held to be invalid, illegal, or unenforceable in any <br />respect under any applicable law or rule, in any jurisdiction, such invalidity, <br />illegality, or unenforceability will not affect any other provision or the