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9. Headings <br />The headings, subheadings and numbering of the different sections of this ASA <br />are inserted for convenience only and shall not be considered for any purpose in <br />construing this ASA. <br />10. Governing Law <br />The rights and obligations of the parties hereto shall be construed and enforced <br />in 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, <br />this ASA shall inure to the benefit of, and shall be binding upon, the assigns, <br />successors-in-interest, personal representatives, executors, estate, heirs, <br />legatees, 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 <br />deliver any further documents that may be reasonably necessary to carry out <br />the provisions of this ASA. <br />13. Advice Of Counsel <br />Each Party hereto, by its execution of this ASA, represents to every other <br />Party that it has reviewed each term of this ASA with its counsel and hereafter <br />no Party shall deny the validity of this ASA on the ground that the party did not <br />have advice of counsel. Each Party to this ASA has had the opportunity to <br />receive independent legal advice with respect to the advisability of entering <br />into and being bound by this ASA and with respect to the meaning of California <br />Civil Code Section 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 <br />not assigned, transferred or sublet to any third party any of the rights, claims, <br />causes of action or items to be released or transferred which they are obligated <br />to transfer or to release as 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 <br />ASA. Each Party executing this ASA on behalf of an entity, other than an <br />individual executing this ASA on his or her own behalf, represents that he or she <br />is authorized to execute this ASA on behalf of said entity. <br />Page 4 of 13 <br />25D-7 <br />