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for convenience only and shall not be considered for any purpose in construing this ASA. <br />10. Governing Law <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 />11. Successors In Interest <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 ASA, this <br />ASA shall inure to the benefit of, and shall be binding upon, the assigns, <br />successors-in-interest, personal representatives, executors, estate, heirs, legatees, <br />Agents and related entities of each of the Parties hereto. <br />12. Necessary Acts <br />Each Party to this ASA agrees to perform any further acts and execute and deliver any <br />further documents that may be reasonably necessary to carry out the provisions of this <br />ASA. <br />13. Advice of Counsel <br />Each Party hereto, by its execution of this ASA, represents to every other Party that <br />it has reviewed each term of this ASA with its counsel and hereafter no Party shall <br />deny the validity of this ASA on the ground that the party did not have advice of <br />counsel. Each Party to this ASA has had the opportunity to receive independent <br />legal advice with respect to the advisability of entering into and being bound by this <br />ASA and with respect to the meaning of California Civil Code § 1542. <br />14. Parties Have Not Transferred Right Or Claims <br />The Parties hereto each represent and warrant to the other Party that they have not <br />assigned, transferred or sublet to any third party any of the rights, claims, causes of action <br />or items to be released or transferred which they are obligated to transfer or to release as <br />part of this ASA. <br />15. Authority To Execute This Agreement <br />Each Party executing this ASA represents that it is authorized to execute this ASA. Each <br />Party executing this ASA on behalf of an entity, other than an individual executing this <br />ASA on his or her own behalf, represents that he or she is authorized to execute this ASA <br />on behalf of said entity. <br />Acquisition Settlement Agreement <br />Page 4 of 7 <br />25J-7 <br />