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13.2 Disclaimer of Joint Venture. This Agreement is not intended to create a joint <br />venture, partnership or agency relationship between the Parties, and such joint <br />venture, partnership, or agency relationship is specifically hereby disclaimed. <br />13.3 Authoritv to Execute. Each person executing this Agreement represents and <br />warrants that it is duly authorized to execute this Agreement by the party on whose <br />behalf it is so executing. <br />13.4 Counterpart Siqnatures. This Agreement may be executed in counterparts, each <br />of which shall be deemed to be an original, but which counterparts when taken <br />together shall constitute one Agreement. <br />13.5 Modification of Aqreement. This Agreement may only be modified by written <br />instrument executed by each party. - 13.6 Merqer Clause. This Agreement, along with any exhibits attached hereto, <br />encompasses the entire agreement of the parties, and supersedes all previous <br />understandings and agreements between the parties, whether oral or written. <br />13.7 Bindina on Successors. This Agreement is binding upon, and inures to the benefit <br />of, the parties and their respective permitted successors and assigns. <br />13.8 Prohibition on Assiqnment and Subcontractinq. The Member Community may not <br />assign or subcontract its rights or duties under this Agreement, in whole in part, <br />whether by operation of law or otherwise, without the prior consent of the District. <br />Consent may be withheld for any reason or no reason. Any assignment or <br />subcontract made in contravention of the foregoing shall be void and of no effect. <br />13.9 Severabilitv. If any term or provision of this Agreement is determined to be <br />illegal, unenforceable, or invalid, in whole or in part for any reason, such provision <br />shall be stricken from this Agreement and such provision shall not affect the validity <br />of the remainder of this Agreement. <br />13.10 Headinqs. The headings in this Agreement are included for convenience only <br />and shall neither affect the construction nor the interpretation of any provision in <br />this Agreement. <br />13.11 Relationship of Aqreement to Exhibits. The exhibits to this Agreement are attached <br />for reference purposes only. Nothing in this Agreement shall be construed to <br />modify, alter, clarify, or give effect to the terms and conditions of the various <br />exhibits attached to this Agreement. <br />10