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(d) Captions.The captions and headings in the Agreement are for convenience only <br />and in no way define, limit or describe the scope or intent of any provisions of this Agreement <br />and are in no way to be construed as a part of this Agreement. <br />(e) Governing Law.This Agreement shall be governed exclusively by, and construed <br />in accordance with, the laws of the State of Ohio. <br />(fl Binding Effect.This Agreement shall inure to the benefit of and shall be binding <br />upon Seller, Buyer and their respective successors and assigns. <br />(g) Severability.If any provision in this Agreement or any portion thereof shall be <br />invalid or unenforceable for any reason, such invalidity or lack of enforceability shall not affect <br />the validity or enforceability of any provision or portion thereof. <br />(h) Time of Essence.Time is of the essence in the performance of each of the duties <br />and obligations of the Parties hereunder. <br />(i) Counterparts.This Agreement may be executed. in several counterparts, each of <br />which shall be regarded as an original and all of which shall constitute but ane and the same <br />agreement. <br />[SIGNATURE PAGES FOLLOW] <br />11 <br />474370 v OS 1122504.001 L ' <br />