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The captions and headings of the Articles and Sections of this Agreement are for <br /> convenience of reference only, and shall not be deemed to define or limit the provisions <br /> hereof. <br /> 10.7. GoyOrning Law. This Agreement shall be governed by and <br /> construed in accordance with the laws of the State of California. Venue for any litigation <br /> shall be State Court of San Joaquin County, California,or Federal Court of Eastem <br /> District California. <br /> 10.8. Mer-aer of Prior Agxreem= . This Agreement constitutes the <br /> entire agreement between the parties with respect to the purchase and sale of the Property <br /> and supersedes all prior and'contemporaneous agreements and understandings between <br /> the parties hereto relating to the subject matter hereof. <br /> 10.9. Attorney's„Fees. In the event of a dispute between the parties to <br /> this Agreement, whether or not resulting in litigation, or if any action at law or in equity, <br /> including an action for declaratory relief or arbitration;is brought to enforce or interpret <br /> the provisions of this Agreement,the prevailing party (as determined by the court, agency <br /> or other authority before which such suit or proceeding is commenced) shall, in addition <br /> to such other relief as may be awarded,be entitled to recover reasonable attorney's fees, <br /> expenses and costs of investigation as actually incurred.(including,without limitation, <br /> attorneys' fees,expenses and costs of investigation incurred in appellate proceedings, <br /> costs incurred in establishing the right to indemnification, or in any action or participation <br /> in,or in connection with, any case or proceeding under Chapter 7, 11 or 13 of the <br /> Bankruptcy Code, 11 United States Code Section 101 et seq., or any successor statutes). <br /> 10.10. Default. Neither party shall be deemed to be in default of this <br /> Agreement except upon the expiration of three(3) business days from receipt of written <br /> notice from the other party specifying the particulars in which such party has failed to <br /> perform its obligations under this Agreement, and such party,prior to expiration of said <br /> three(3) business day period,has failed to cure such default; provided,however,that the <br /> foregoing shall not(provided no other default has been declared hereunder) excuse either <br /> party's failure to participate in the Closing on the Closing Date as required by the terms <br /> of this Agreement,which shall constitute a default by such failing party. <br /> i <br /> 5153S/C/2 18 <br />