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11. Successors In Interest <br />Subject to any restrictions 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. Necessary 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 />13. Advice 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 <br />and was the voluntary, intelligent and informed decision and election of the party not <br />so 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 />14. 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 />15. Construction <br />In any construction to be made of this Agreement, or of any of its terms and provisions, <br />the same shall not be construed against any party. <br />16. 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 />5 of 7