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<br />12. Governing Law <br /> <br />The rights and obligations of the parties hereto shall be construed and enforced in <br />accordance with, and governed by, the laws of the State of California. <br /> <br />13. Successors In Interest <br /> <br />Subject to any restrictions against assignment contained herein, and to any legal <br />limitations on the power of the signatories to bind non-signatories to this <br />Agreement, this Agreement shall inure to the benefit of, and shall be binding upon, <br />the assigns, successors in interest, personal representatives, executors, estate, heirs, <br />legatees, Agents and related entities of each of the parties hereto. <br /> <br />14. Necessarv Acts <br /> <br />Each party to this Agreement agrees to perform any further acts and execute and <br />deliver any further documents that may be reasonably necessary to carry out the <br />provisions of this Agreement. <br /> <br />IS. Advice Of Counsel <br /> <br />Each party hereto, by its due execution of this Agreement, represents to every <br />other party that it has reviewed each term of this Agreement with its counsel and <br />that hereafter no party shall deny the validity of this Agreement on the ground that <br />the party did not have advice of counsel. Each party has had the opportunity to <br />receive independent legal advice with respect to the advisability of making this <br />Agreement and with respect to the meaning of California Civil Code Section 1542. <br /> <br />16. Parties Have Not Transferred Right Or Claims <br /> <br />The Parties hereto each represent and warrant to the other party that they have not <br />assigned, transferred or subleased to any third party any of the rights, claims, <br />causes of action or items to be released or transferred which they are obligated to <br />transfer or to release as part of this Agreement. <br /> <br />17. Authoritv To Execute This Agreement <br /> <br />Each entity executing this Agreement represents that it is authorized to execute <br />this Agreement. Each person executing this Agreement on behalf of an entity, <br />other than an individual executing this Agreement on his or her own behalf, <br />represents that he or she is authorized to execute this Agreement on behalf of said <br />entity. <br /> <br />5 <br />