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Entire Agreement <br />This Agreement together contains the entire Agreement of the Parties, and supersedes any <br />prior written or oral agreements between them, concerning the subject matter of this <br />Agreement. <br />Partial Invalidity <br />In the event that any term, covenant, condition or provision of this Agreement shall be <br />determined 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 and/or Modification <br />The provisions of this Agreement may not be waived, altered, amended or repealed, in whole <br />or in part, except upon a written agreement signed by each of the Parties. The waiver by one <br />party of the performance of any provisions of this Agreement shall not invalidate this <br />Agreement, nor shall it be deemed a waiver of any other provision hereof. <br />8. Headings <br />The headings, subheadings and numbering of the different paragraphs of this Agreement are <br />inserted for convenience and for reference only and shall not be considered for any purpose in <br />construing this Agreement. <br />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 assignment contained herein, this Agreement shall inure to <br />the benefit of, and shall be binding upon, the assigns, successors in interest, personal <br />representatives, executors, estates, heirs, legatees, agents and related entities of each of the <br />Parties. <br />11. Necessary Acts <br />Each of the Parties agrees to perform such further acts, and execute and deliver such further <br />documents, as may be reasonably necessary to carry out the provisions of this 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 of <br />their own choosing and the Parties executed the Agreement after review by such independent <br />counsel; or, if they were not so represented, said non -representation is and was the voluntary, <br />intelligent and informed decision and election of the party not so represented; and, prior to <br />executing the Agreement, each party has had an adequate opportunity to conduct an <br />independent investigation of all the facts and circumstances with respect to the matters which <br />are the subject of this Agreement including but not limited to the advisability of entering into <br />this Agreement and the meaning of California 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 the <br />terms of this Agreement. <br />Jr'J <br />4 of 6 <br />