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<br /> <br /> <br /> <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 <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 <br /> of each of the Parties- <br /> 1 1. 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 /> 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 <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 and <br /> was the voluntary, intelligent and informed decision and election of the party not so <br /> 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 /> 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 <br /> the terms of this Agreement. <br /> 14. Construction <br /> Each party has cooperated in the drafting and preparation of this Agreement. In any <br /> construction to be made of this Agreement, or of any of its terms and provisions, the <br /> same shall not be construed against any party. <br /> 15. 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 <br />