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<br />e <br /> <br />e <br /> <br />II. Successors In Interest <br /> <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 ASA <br />shall inure to the benefit of, and shall be binding upon, the assigns, successors-in-interest, <br />personal representatives, executors, estate, heirs, legatees, Agents and related entities of <br />each of the Parties hereto. <br /> <br />12. Necessary Acts <br /> <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 /> <br />13. Advice of Counsel <br /> <br />Each Party hereto, by its execution of this ASA, represents to every other Party that it has <br />reviewed each term of this ASA with its counsel and hereafter no Party shall deny the <br />validity ofthis ASA on the ground that the party did not have advice of counsel. Each <br />Party to this ASA has had the opportunity to receive independent legal advice with <br />respect to the advisability of entering into and being bound by this ASA and with respect <br />to the meaning of California Civil Code S 1542. <br /> <br />14. Parties Have Not Transferred Right Or Claims <br /> <br />The Parties hereto each represent and warrant to the other Party that they have not <br />assigned, transferred or sublet to any third party any of the rights, claims, causes of action <br />or items to be released or transferred which they are obligated to transfer or to release as <br />part of this ASA. <br /> <br />15. Authority To Execute This Agreement <br /> <br />Each Party executing this ASA represents that it is authorized to execute this ASA. Each <br />Party executing this ASA on behalf of an entity, other than an individual executing this <br />ASA on his or her own behalf, represents that he or she is authorized to execute this ASA <br />on behalf of said entity. <br /> <br />16. Construction <br /> <br />Each Party has cooperated in the drafting and preparation of this ASA. In any <br />construction or interpretation to be made of this ASA, or of any of its terms, conditions <br />and/or provisions, the same shall not be construed against any party. <br /> <br />Acquisition Settlement Agreement <br />. Page 5 of 8 <br /> <br />