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and all of the Parties acknowledge and consent to the jurisdiction of the courts located <br />in such county. <br />21. Severability. If any provision of this Agreement, or any term, condition, covenant, <br />obligation or agreement contained herein is determined by a court to be invalid or <br />unenforceable, such determination shall not affect any other provision, term, condition, <br />covenant, obligation or agreement, each of which shall be construed and enforced as if <br />such invalid or unenforceable portion were not contained herein. Such invalidity or <br />enforceability shall not affect any valid and enforceable application thereof, and each <br />such provision, term, condition, covenant, obligation or agreement, shall be deemed to <br />be effective, operative, made, entered into or taken in the manner and to the full extent <br />permitted by law. <br />22. Integration and Controlling Effect. This Agreement (together with the Exhibits) is <br />the entire agreement between the parties hereto relating to the matters set forth herein <br />and supersedes all prior understandings and agreements, whether written or oral, <br />between the Parties hereto relating to such matters. <br />23. Counterparts. This Agreement and any amendment hereto may be executed in <br />several counterparts and by each party on a separate counterpart, each of which, when <br />so executed and delivered shall be an original, but all of which together shall constitute <br />but one and the same instrument. <br />IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be <br />executed and delivered by their respective duly authorized officers as of the date first <br />hereinabove written. <br />Mayfield Business Education <br />Community Alliance Foundation, <br />an Ohio non-profit corporation <br />By: <br />Steve Braunfield, President <br />Mayfield Village <br />an Ohio municirs~ <br />By: <br />An <br />Bruce G. Rinker, Mayor <br />The Beta Strategy Group, <br />an Ohio <br />By: <br />Project Coordinator <br />William Buotfho <br />Council Preside <br />By: <br />Philip M. Brett, CPA <br />{K0368359.1} <br />