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($132,000.00), which is null and void. This revised ASA may be modified only by a <br />writing executed by the Parties hereto. <br />6. Partial lnvalidity <br />In the event that any term, covenant, condition or provision of this ASA shall be held by <br />a court of competent jurisdiction to be invalid or against public policy, the remaining <br />provisions shall continue in full force and effect. <br />Waiver <br />The provisions of this ASA may be waived, altered, amended or repealed, in whole or <br />in part, only upon the written consent of all Parties to this ASA. The waiver by one party <br />of the duty of performance by the other Party of any provision in this ASA shall not <br />invalidate this ASA, nor shall it be considered a waiver of any rights or remedies <br />available to the non-breaching Party of this ASA. <br />8. Headings <br />The headings, subheadings and numbering of the different sections of this ASA are inserted <br />for convenience only and shall not be considered for any purpose in construing this ASA. <br />9. Governing Law <br />The rights and obligations of the parties hereto shall be construed and enforced in <br />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, and to any legal <br />limitations on the power of the signatories to bind non-signatories to this ASA, this <br />ASA shall inure to the benefit of, and shall be binding upon, the assigns, <br />successors-in-interest, personal representatives, executors, estate, heirs, legatees, <br />Agents and related entities of each of the Parties hereto. <br />11. Necessary <br />Each Party to this ASA agrees to perform any further acts and execute and deliver any <br />further documents that may be reasonably necessary to carry out the provisions of this <br />ASA. <br />12. Advice Of Counsel <br />Each Party hereto, by its execution of this ASA, represents to every other Party that <br />it has reviewed each term of this ASA with its counsel and hereafter no Party shall <br />deny the validity of this ASA on the ground that the party did not have advice of <br />counsel. Each Party to this ASA has had the opportunity to receive independent <br />legal advice with respect to the advisability of entering into and being bound by this <br />Acquisition Settlement Agreement <br />Page 3 of 5 <br />25G-7