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Fifty Thousand Dollars ($250,000) in consideration of the expenditure of resources by the <br /> Town in negotiating this Agreement and preparing for impacts. <br /> 16. Governina Law. <br /> This Agreement shall be governed in accordance with the laws of the Commonwealth of <br /> Massachusetts and venue for any dispute hereunder shall be in the courts of Barnstable <br /> County <br /> 17. Amendments/Waiver. <br /> Amendments, or waivers of any term, condition,covenant, duty or obligation contained in <br /> this Agreement may be made only by written amendment.executed by all signatories to <br /> the original Agreement, prior to the effective date of the amendment. <br /> 18. Severability. <br /> If any term or condition of the Agreement or any application thereof shall to any extent be <br /> held invalid, illegal or unenforceable by the court of competent jurisdiction, the validity, <br /> legality, and enforceability of the remaining terms and conditions of this Agreement shall <br /> not be deemed affected thereby unless one or both parties would be substantially or <br /> materially prejudiced. <br /> 19. Covenant Not To Sue/Indemnification. The Company agrees it will not <br /> challenge, in any jurisdiction, the enforceability of any provision included in this <br /> Agreement; and to the extent the validity of this Agreement is challenged by the Company <br /> in a court of competent jurisdiction, the Company shall pay for all reasonable fees and <br /> costs including attorney's fees and costs at a rate customary for private municipal counsel <br /> work,incurred by the Town in enforcing this Agreement. <br /> 20. SuccessorslAssians. <br /> This Agreement is binding upon the parties hereto, their successors, assigns and legal <br /> representatives. The Company shall not assign, sublet, or otherwise transfer its rights nor <br /> delegate its obligations under this Agreement, in whole or in part, without the prior <br /> written consent from the Town, and shall not assign any of the monies payable under this <br /> Agreement, except by and with the written consent of the Town and shall not assign or <br /> obligate any of the monies payable under this Agreement, except by and with the written <br /> consent of the Town. <br /> 21.Headings• <br /> 9 <br />