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<br />e <br /> <br />e <br /> <br />7. Partial Invalidity <br /> <br />In the event that any term, covenant, condition or provision of this ASA shall be held by a court <br />of competent jurisdiction to be invalid or against public policy, the remaining provisions shall <br />continue in full force and effect. <br /> <br />8. Waiver <br /> <br />The provisions of this ASA may be waived, altered, amended or repealed, in whole or in part, <br />only upon the written consent of all Parties to this ASA. The waiver by one party of the duty of <br />performance by the other Party of any provision in this ASA shall not invalidate this ASA, nor <br />shall it be considered a waiver of any rights or remedies available to the non-breaching Party of <br />this ASA. <br /> <br />9. Headings <br /> <br />The headings, subheadings and numbering of the different sections of this ASA are inserted for <br />convenience only and shall not be considered for any purpose in construing this ASA. <br /> <br />10. Governing Law <br /> <br />The rights and obligations of the parties hereto shall be construed and enforced in accordance <br />with, and governed by, the laws of the State of California. <br /> <br />11. Successors In Interest <br /> <br />Subject to any restrictions against assignment contained herein, and to any legal limitations on <br />the power of the signatories to bind non-signatories to this ASA, this ASA shall inure to the <br />benefit of, and shall be binding upon, the assigns, successors-in-interest, personal <br />representatives, executors, estate, heirs, legatees, Agents and related entities of each of the <br />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 further <br />documents that may be reasonably necessary to carry out the provisions of this 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 validity <br />of this ASA on the ground that the party did not have advice of counsel. Each Party to this <br />ASA has had the opportunity to receive independent legal advice with respect to the <br />advisability of entering into and being bound b)' this ASA and with respect to the meaning of <br />California Civil Code ~ 1542. <br /> <br />Acquisition Settlement Agreement <br />Page 4 of8 <br />