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8. Waiver and/or Modification <br /> The provisions of this Agreement may not be waived, altered, amended or repealed, in <br /> whole or in part, except upon a written agreement signed by each of the Parties. The <br /> waiver by one party of the performance of any provisions of this Agreement shall not <br /> invalidate this Agreement, nor shall it be deemed a waiver of any other provision hereof. <br /> 9. Hea <br /> The headings, subheadings and numbering of the different paragraphs of this Agreement <br /> are inserted for convenience and for reference only and shall not be considered for any <br /> propose in construing this Agreement, <br /> 10. Govemin Law <br /> The rights and obligations of the Parties under this Agreement shall be construed and <br /> enforced in accordance with, and governed by, the Laws of the State of California. <br /> I l . Successors In Interest <br /> Subject to any restz•ictions against assignment contained herein, this Agreement shall <br /> inure to the benefit of, and shall be binding upon, the assigns, successors in interest, <br /> personal representatives, executors, estates, heirs, legatees, agents and related entities of <br /> each of the Parties. <br /> 12. Necessarv Acts <br /> Each of the Parties agrees to perform such further acts, and execute and deliver such <br /> further documents, as may be reasonably necessary to carry out the provisions of this <br /> Agreement. <br /> <br /> 13. Advise of Counsel <br /> The Parties, and each of the, acknowledge that in connection with the negotiations and <br /> execution of this Agreement, they have each been represented by independent counsel of <br /> their own choosing and the Parties executed the Agreement after review by such <br /> independent counsel; or, if they were not so represented, said non-representation is and <br /> was the voluntary, intelligent and informed decision and election of the party not so <br /> represented; and, prior to executing the Agreement, each party has had an adequate <br /> opportunity to conduct an independent investigation of all the facts and circumstances <br /> with respect to the matters which are the subject of this Agreement including but not <br /> limited to the advisability of entering into this Agreement and the meaning of California <br /> Civil Code Section 1542. <br /> I <br /> 5 of'7 <br /> 25A-19 <br /> <br />