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ARTICLE 9.0 GOVERNING LAW ~ . <br />9. 1 The terms and provisions of this Agreement shall be construed under and governed.by the. <br />laws of Ohio (to which all Parties hereto consentlo venue and jurisdiction). <br />ARTICLE 10.0 DISCLAIMER OF JOINT VENTURE <br />1Q.1 This Agreement is nol intended to create a joint venture, parinershiQ or agency <br />relationship between the Pariics, and such joint venture, partnership, or agency <br />relationship is specifically hereby disclaimed. <br />ARTICLE 1 LO AUTHORITY TO EXECUTE <br />1 l .l Each person executing this Agreement represents and warrants that it is duly authorized <br />to execute this Agreement by the party an whose behalf it is so executing. <br />ARTICLE 12.0 MODIFICATION OF AGREEMENT <br />] 2.1 This Agreement may only be modified by written instrument executed by each party. <br />ARTICLE 13.0 MERGER CLAUSE <br />13.1 This Agreement, along with any exhibits attached hereto, encompasses the entire <br />agreement of the Parties, and supersedes all previous understandings and agreements <br />between the Parties, whether oral or written. <br />ARTICLE 14.0 MISCELLANEOUS <br />14.1 Execution in Counterparts. This Agreement may be executed in any number of <br />counterparts. Each counterpart, when so executed, steal! be deemed to be an original and <br />all of which together shall constitute one and the same Agreement. <br />14.2 Severabilitv. If any term or provision of this Agreement is determined to be illegal, <br />unenforceable, or invalid, in whole or in part far any reason, such provision shall be <br />stricken from this Agreement and such provision shall not affect the validity of the <br />remainder of this Agreement. <br />14.3 Headin~es. The headings in this Agreement are included for convenience only and <br />shall neither affect the construction nor the interpretation of any provision in this <br />Agreement. <br />14.4 Relationship of Agreement to Exhibits. The exhibits to this A~eement are'attached for <br />reference purposes only. Nothing in this Agreement shall be construed to modify, alter, <br />clarify, or give effect to the terms and conditions of the various exhibits attached io this <br />Agreement. <br /> <br />