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<br />8. Entire Agreement <br /> <br />This Agreement contains the entire Agreement of the Parties hereto pertaining to <br />the subject matter discussed herein, and supersedes any prior written or oral <br />agreements between them concerning the subject matter contained herein. <br /> <br />9. Partial Invalidity <br /> <br />In the event that any term, covenant, condition or provision of this Agreement <br />shall be held by a court of competent jurisdiction to be invalid or against public <br />policy, the remaining provisions shall continue in full force and effect. <br /> <br />10. Waiver <br /> <br />The provisions of this Agreement may be waived, altered amended or repealed, in <br />whole or in part, only upon the written consent of all Parties to this Agreement. <br />The waiver by one party of the duty of performance by the other Party of any <br />provision in this Agreement shall not invalidate this Agreement, nor shall it be <br />considered a waiver of any rights or remedies available to the non-breaching Party <br />of this Agreement. <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 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 <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 />Acquisition Settlement Agreement <br />Page 4 of7 <br />