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is entitled, to seek specific performance by Incumbent. Incumbent hereby waives its defense that an adequate remedy at law exists . 22 , Modifications. Except as otherwise provided in this Agreement, no changes , modifications or amendments of any of the provisions of this Agreement shall be valid unless agreed to in writing and signed by the Parties . 23 . Severability. In the event that any provision, or any part or portion of any provision of this , Agreement shall become or be declared unlawful, invalid, void or otherwise unenforceable, the remainder of this Agreement shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law . 24 . Survival. Neither completion of performance nor any termination or cancellation of this Agreement shall be deemed to relieve either Party of any obligations hereunder that by their nature survive completion of performance, including but not limited to, all confidentiality obligations . 25 . Successors and Assigns. This Agreement shall be binding on the Parties and their successors and assigns . Except as otherwise provided in this Agreement, neither Party may assign its rights nor delegate its obligations hereunder without the express written consent of the other Party (which shall not be unreasonably withheld) , . except that AT&T MOBILITY may assign its rights and delegate its obligations under this Agreement to an affiliate. 26. Third Party Rights . Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the Parties and their successors and assigns . 27 . Non-Waiver of Rights . The failure of either. Party to demand strict performance of the terms of, or to exercise any right conferred in this Agreement shall not be construed as a waiver or relinquishment of its right to assert or rely upon any such term or right in the future, or consent to any continuing or subsequent failure or breach. 28 . Not a Joint Venture. This Agreement does not and shall not be construed to establish a partnership, joint venture or other form of business arrangement between AT&T MOBILITY and Incumbent. 29 . Jointly Drafted. This Agreement shall be deemed to have been drafted by both Parties and, in the event of a dispute, shall not be construed against either Party. 30. Compliance with Laws . Each Party shall comply with all federal, state and local laws , rules , regulations and ordinances applicable to its performance hereunder. 31 . Governing Law . The validity and construction of this Agreement shall be governed by the laws of the State of Florida, and jurisdiction of any dispute shall be in the Circuit Court of Indian River County, in case of federal jurisdiction the Southern District Court of Florida. 32 . INTENTIONALLY LEFT BLANK 11