.1 ENTIRE AGREEMENT. This Agreement represents the entire agreement between the parties with respect to Sponsor’s sponsorship of the Company.
.2 AMENDMENT AND WAIVER. No amendment to, or waiver of, any provision of this Agreement shall be effective unless in writing and signed by both parties.
.3 GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws principles thereof.
.4 SUCCESSORS AND ASSIGNS. Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party, except in connection with the merger, sale of assets or other form of transfer of the business of a party to a third party or in connection with the transfer of Sponsor’s equity investments to an affiliated party. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns.
.5 PREVAILING PARTY. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
.6 ARBITRATION. Any dispute between the parties arising out of or in connection with this Agreement shall be referred for settlement to arbitration in Sacramento County, California in accordance with the Rules of the American Arbitration Association. The award shall be final and
binding upon the parties and judgment of such award may be entered in any court or tribunal having jurisdiction.