【正文】
nderstandings, duties or obligations between the parties respecting the subject matter hereof. Amendments and Waivers. Any terms of this Agreement may be amended and the observance of any term of the Agreement may be waived (either generally or in a particular) instance and either retroactively or prospectively), with the written consent of CCC(sb) and BBB. Any amendment or waiver effected in accordance with this Section shall be binding upon the Company, CCC(sb), BBB and their respective permitted transferees and assignees. Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of _________(PLACENAME) as applied to agreements among _________(PLACENAME) residents entered into and to be performed entirely within _________(PLACENAME), excluding that body of law relating to conflict of laws and choice of law. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms. Third Parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement. Successors And Assigns. Subject to the provisions of Section 2, the provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto. Captions. The captions to sections of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this Agreement. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In witness whereof, the parties hereto have executed this CoSale Agreement as of the date and year first above written. AAA USA, INC. BBB, INC. By: _________ By: _________ Title: ______ Title: ______ CCC(sb) By: _________