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<br />Settlement Agreement <br />Page 5 of9 <br /> <br />II. Headings <br /> <br />The headings, subheadings and numbering of the different paragraphs of this <br />Agreement are inserted for convenience only and shall not be considered for any <br />purpose in construing this Agreement. <br /> <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 assigrnnent 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 <br />upon, the assigns, successors in interest, personal representatives, executors, <br />estate, heirs, legatees, Agents and related entities of each of the parties hereto. <br /> <br />14. Necessary 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 />15. Advice Of Counsel <br /> <br />Each party hereto, by its execution of this Agreement, represents to every other <br />party that it has reviewed each term of this Agreement with its counsel and <br />hereafter no party shall deny the validity of this Agreement on the ground that the <br />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 <br />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 />