This Assignment Agreement shall be governed and construed in accordance with the laws of the State in which the Property is located. Any liability which may arise as a consequence of the execution of this Assignment by any entity that is party hereto shall be a liability of such entity and not the personal liability any officer, director, shareholder or employee of such entity or any affiliate thereof. This Assignment Agreement may be executed in counterparts and delivered by fax machine, as a PDF attached to an email, or by other electronic transmission, and each counterpart so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and the counterparts together shall constitute one and the same instrument .