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19 <br />creating this duty to defend and indemnify is to simplify the defense of claims by <br />eliminating conflicts among the Parties and to permit liability claims against both Parties <br />from a single occurrence to be defended by a single attorney. <br />8.2 Each Party agrees that a Party subject to Minnesota Statutes Chapter 466 <br />will maintain insurance in an amount consistent with Minnesota Statutes Chapter 466. <br />8.3 This section shall survive termination of this Agreement. <br />9. Waivers Amendments and Modifications. <br />The Parties may mutually waive, amend, or modify parts of this Agreement, but <br />such waivers, amendments, or modifications shall not be binding unless they are in <br />writing and signed by personnel authorized to bind the Parties. Waiver of breach of any <br />term of this Agreement shall not be considered a waiver of any prior or subsequent <br />breach. <br />10. Venue <br />This Agreement will be governed by the laws of the State of Minnesota, both as to <br />interpretation and performance. Any actions at law, suit in equity, or otherjudicial <br />proceeding for the enforcement of this Agreement may be instituted only in a court of <br />competent jurisdiction in the State of Minnesota. <br />11. Severability. <br />In the event any term or condition of this Agreement or application thereof to any <br />person or circumstance is held invalid, such invalidity shall not affect other terms, <br />condition, or application of this Agreement which can be given effect without the invalid <br />term, condition, or application. To this end, the terms and conditions of this Agreement <br />are declared severable. <br />12. Inteeration and Merecr <br />This document embodies the entire agreement of the Parties. There are no <br />promises, terms, conditions, or obligations other than those contained in this Agreement. <br />This Agreement supersedes all previous communications, representations, or agreements, <br />whether oral or written, between the Parties. All items referred to in this Agreement are <br />incorporated or attached and are deemed to be part of this Agreement. <br />13. Assignment. <br />Neither Saint Anthony nor Mississippi Watershed Management Organization will <br />assign or transfer any rights or interest in this Agreement. <br />14. Third Parties <br />