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question arising hereunder shall be construed or determined according to such law. Venue for any action brought for the purpose of enforcing any provision of this Agreement, including without limitation for damages by reason of any alleged breach of any provision of this Agreement, or a declaration of rights or obligations under this Agreement, or for any other judicial remedy, shall be brought only in the appropriate state court located in San Joaquin County, California. e. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, Machado, Global, Shell, and their respective heirs, devisees, personal representatives, successors and assigns. Machado and Global, and either of them, their successors and assigns, may assign this Agreement or any interest herein without the prior written consent of Shell; provided, that no such assignment shall relieve Machado and/or Global of any of its obligations hereunder. f. Attorney Fees. In the event of an action at law or in equity between the parties to interpret or enforce any of the provisions of and/or rights under this Agreement, the prevailing party shall be entitled to collect from the non-prevailing party all costs and expenses, including reasonable attorneys' fees and experts' fees, incurred by such prevailing party. g. Waiver Does Not Constitute Breach. The waiver by Machado, Global or Shell of a breach of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach whether of the same or of another provision hereof. h. Captions and Titles. None of the captions of the sections of this Agreement shall be construed as a limitation upon the language of the sections, said captions having been inserted as a guide and partial index and not as a complete index of the contents of such sections. i. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be regarded as an original and all of which when taken together shall constitute one and the same document. j. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. k. Interpretation Not Based on Authorship. Notwithstanding any rule or maxim of construction to the contrary, any ambiguity or uncertainty shall not be construed against either Machado and Global, or Shell based upon authorship of any of the provisions hereof. 1. Facsimiles. In order to expedite the transaction contemplated herein, telecopied or facsimilied signatures and initials may be used in place of original signatures 9 200526-14.00 INAU6.8.06