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7. Waiver The provisions of this ASA may be waived, altered, amended or repealed, in whole or in part, but only upon the written consent of all Parties to this ASA. The waiver by one party of the duty of performance by the other Party of any provision in this ASA shall not invalidate this ASA, nor shall it be considered a waiver of any rights or remedies available to the non- breaching Party of this ASA. 8. Headines The headings, subheadings and numbering of the different Sections of this ASA are inserted for convenience only and shall not be considered for any purpose in construing this ASA. 9. Governine Law The rights and obligations of the Parties hereto shall be construed and enforced in accordance with, and governed by, the laws of the State of California. 10. Successors In Interest Subject to any restrictions against assignment contained herein, and to any legal limitations on the power of the signatories to bind non-signatories to this ASA, this ASA shall inure to the benefit of, and shall be binding upon, the assigns, successors-in-interest, personal representatives, executors, estate, heirs, legatees, Agents and related entities of each of the Parties hereto. 11. Necessary Acts Each Party to this ASA agrees to perform any further acts and execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this ASA. 12. Advice Of Counsel Each Party hereto, by its execution of this ASA, represents to every other Party that it has reviewed each term of this ASA with its counsel and hereafter no Party shall deny the validity of this ASA on the ground that the Party did not have advice of counsel. Each Party to this ASA has had the opportunity to receive independent legal advice with respect to entering into and being bound by this ASA and with respect to the meaning of California Civil Code §142. 13. Parties Have Not Transferred Rieht Or Claims The Parties hereto each represent and warrant to the other Party that they have not assigned, transferred or sublet to any third party any of the rights, claims, causes of action or items to be released or transferred which they are obligated to transfer or to release as part of this ASA. Acquisition Settlement Agreement 4of13 Tenants Ini[ials