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otherwise provided herein, all representations, warranties, covenants, and agreements of the Parties shall remain in <br />full force and effect regardless of any termination of this Agreement, in whole or in part. <br />3.12.Entire Agreement. The Master Agreement and this Agreement, together with all attachments, appendices, <br />and exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof <br />and supersedes all prior oral or written representations and agreements with regard to the same subject matter. The <br />Parties acknowledge that this Agreement has been negotiated and incorporates their collective agreement as to the <br />provisions to be contained herein. Therefore, no presumption will arise giving benefit of interpretation by virtue of <br />authorship of any provision of this Agreement, and any ambiguity may not be construed for or against any Party. <br />3.13.Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which will <br />be deemed an original. For purposes of this Agreement, a facsimile, scanned, or electronic signature will be deemed <br />an original signature. <br />3.14.Titles, Headings & Recitals. The Preamble to this Agreement ishereby incorporated herein and made part of <br />this Agreement.The Recitals stated within this Agreement are deemed to be a part of this Agreement.The titles and <br />headings of the sections and paragraphs of this Agreement are inserted for convenience only andshall not constitute <br />a part hereof or affect in any way the meaning or interpretation of this Agreement. <br />\[SIGNATURE PAGE TO FOLLOW\] <br />-5- <br /> <br />