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• <br />and effect <br />g. Waiver <br /> <br />The provisions of this Agreement may be waived, altered amended or <br />repealed, in whole or in part, only upon the written consent of all parties to <br />this Agreement. The waiver by one party of the performance of provision of <br />this Agreement shall not invalidate this Agreement, nor shall it be <br />considered as a waiver of any subsequent breach of the same or other <br />provisions of this Agreement. <br />10. Headings <br />The headings, subheadings and numbering of the different paragraphs of <br />this Agreement are inserted for convenience only and shall not be <br />considered for any purpose in construing this Agreement. <br />11 Governing Law <br />The rights and obligations of the Parties hereto shall be construed and <br />enforced in accordance with, and governed by, the laws of the State of <br />California. <br />12 Successors In Interest <br />Subject to any restrictions against assignment contained herein, and to any <br />legal limitations on the power of the signatories to bind non-signatories to <br />this Agreement, this Agreement shall inure to the benefit of, and shall be <br />binding upon, the assigns, successors in interest, personal representatives, <br />executors, estate, heirs, legatees, agents and related entities of each of the <br />Parties hereto. <br />13. Necessary Acts <br />Each party to this Agreement agrees to perform any further acts and <br />execute and deliver any further documents that may be reasonable <br />necessary to carry out the provisions of this Agreement. <br />14. Advice Of Counsel <br />Each party hereto, by its due execution of this Agreement, represents to <br />every other party that it has reviewed or has had the opportunity to review <br />each term of this Agreement with its counsel and that hereafter no party <br />shall deny the validity of this Agreement on the ground that the party did <br />5 <br />