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SECTION XI -SURVIVAL <br />Any provision of this Agreement which, by its nature, is intended to survive the <br />expiration or other termination of this Agreement shall so survive. <br />SECTION XII - SEVERABILITY <br />Whenever possible, each provision of this Agreement shall be interpreted in such manner <br />as to be effective and valid under applicable law, but if any provision of this Agreement is held <br />to be prohibited by or invalid under applicable law, such provision shall be ineffective only to <br />the extent of such prohibition or invalidity, without invalidating the remainder of the provisions <br />of this Agreement. <br />SECTION XIII -GOVERNING LAW <br />This Agreement shall be governed by the laws of the State of Ohio as to all matters <br />including, but not limited to, its validity, construction, effect and performance. <br />SECTION XIV -FORUM & JURISDICTION <br />The Parties submit to the non-exclusive jurisdiction of any federal or state court sitting in <br />Cuyahoga County, Ohio, in any action or proceeding arising out of or related to this Agreement. <br />Nothing in this Agreement shall limit the right of the Village or the MCIC to bring any action or <br />proceedings in the courts of any other jurisdiction. Any actions or proceedings by the Company <br />against the Village or the MCIC involving, directly or indirectly, any matter in any way arising <br />out of or related to this Agreement shall be brought only in a court in Cuyahoga County, Ohio. <br />SECTION XV -ENTIRE AGREEMENT. <br />This Agreement constitutes the entire agreement of the Parties concerning the subject <br />matter hereof and supersedes all prior and contemporaneous agreements, representations, <br />understandings and arrangements concerning such subject matter. <br />SECTION XVI -MODIFICATION. <br />By the mutual consent of the Parties, this Agreement may be modified whenever such <br />modifications are deemed necessary. Any such modifications to this Agreement shall be by <br />written amendment signed by the Parties. <br />SECTION XVII -NOTICES <br />All notices that may be proper or necessary to be served shall be in writing and sent by <br />regular U.S. mail, postage prepaid, or certified mail, return receipt requested, to the following <br />addresses, or to such other address as either party may designate in writing for such purpose: <br />Page 6 <br />