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7. Partiallnvalidity <br />In the event that any term, covenant, condition or provision of this ASA shall be <br />held by a court of competent jurisdiction to be invalid or against public policy, the <br />remaining provisions shall continue in full force and effect. <br />8. Waiver <br />The provisions of this ASA may be waived, altered, amended or repealed, in <br />whole or in part, only upon the written consent of all Parties to this ASA. The <br />waiver by one party of the duty of performance by the other Party of any provision <br />in this ASA shall not invalidate this ASA, nor shall it be considered a waiver of <br />any rights or remedies available to the non-breaching Party of this ASA. <br />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 />Page 4 of 13 <br />