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9. Governing 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 />10. Successors In Interest <br />Subject to any restrictions against <br />inure to the benefit of, and shall b <br />11. Necessary Acts <br />e <br />rein, this Agreement shall <br />ns, successors in interest, <br />agents and related entities <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 />12. 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 <br />of 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 />13. Authority to Execute This Agreement <br />Each person executing this Agreement on behalf of an entity represents that he or she is <br />authorized to execute this Agreement on behalf of that entity and to bind that entity to <br />the terms of this Agreement. <br />14. Construction <br />Each party has cooperated in the drafting and preparation of this Agreement. In any <br />construction to be made of this Agreement, or of any of its terms and provisions, the <br />same shall not be construed against any party. <br />15. Counterparts <br />This Agreement may be executed in counterparts, each of which shall be deemed an <br />original and, when taken together with other signed counterparts, shall constitute one <br />Agreement, which shall be binding upon and effective as to all Parties. <br />