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its sole expense during normal business hours, to examine the other Party's records to the extent <br /> necessary to verify the accuracy of any statement, change, notice or computation made <br /> hereunder. <br /> 149. Amendment to Agreement. This Agreement may be amended or modified only <br /> by a written instrument signed by each of the Parties. <br /> 150. Disclaimer of Joint Venture, Partnership and Agency. This Agreement shall not <br /> be interpreted or construed to create an association, joint venture, or partnership between the <br /> County and the University, or to impose any partnership obligation or liability upon such Parties. <br /> Neither the County nor the University shall have any right, power or authority to enter into any <br /> agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, <br /> or to otherwise bind,the other Party. <br /> 151. Severability. If any term or provision of this Agreement or the application thereof <br /> to any person or circumstance be invalid or unenforceable to any extent, the remainder of this <br /> Agreement or the application of such terms and provisions to persons or circumstances other <br /> than those to which it is held invalid or unenforceable shall not be affected thereby, except each <br /> Party shall be obligated to reform the remaining terms appropriately, and each term and <br /> provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by <br /> law. <br /> 152. Assignment. Neither Party may assign or transfer its respective rights and <br /> obligations under this Agreement, except with the consent of the other Party, which shall be in <br /> that Party's sole discretion. Any assignment purportedly made by a Party without the requisite <br /> consent of the other Party shall be null and void. <br /> 50 <br /> {00018638.DOC 24) <br />