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<br />9.Costs and Expenses. The Parties shall bear their own costs and expenses, including
<br />without limitation attorneys' fees, incurred in connection with their disputes, this Agreement and
<br />the transactions contemplated by it. However, to the extent any transfer or deed tax or fees are
<br />assessed on any of the Parties in connection with the execution or recording of the City Deed, the
<br />City shall pay those taxes or fees.
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<br />10.Merger and Integration. The Parties agree and acknowledge that this Agreement,
<br />together with any exhibits hereto, constitutes the entire agreement of the Parties with respect to the
<br />subject matter contained herein. There are no other agreements, representations, warranties, or
<br />other understandings between the Parties with regard to the subject matter hereof which are not set
<br />forth in this Agreement. This Agreement is made and entered into without any reliance by the
<br />Parties on any statement, promise, inducement, or consideration not recited in this Agreement.
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<br />11.Advice of Counsel Obtained. Each Party acknowledges and represents that it has
<br />had the opportunity to consult with legal, financial, and other professional advisors as it deems
<br />appropriate in connection with the consideration and execution of this Agreement. Each Party is
<br />legally responsible for any and all of its own tax liabilities arising out of this Agreement. Each
<br />Party further represents and declares that in executing this Agreement, it has relied solely upon its
<br />own judgment, belief and knowledge, and the advice and recommendation of its own professional
<br />advisors, concerning the nature, extent and duration of its rights, obligations and claims; that it has
<br />reviewed its records, evaluated its position and conducted due diligence with regard to all rights,
<br />claims, or causes of action whatsoever with respect to the other Party; and that it has not been
<br />influenced to any extent whatsoever in executing this Agreement by any representations or
<br />statements made by any other Party or its representatives, except as expressly contained or referred
<br />to in this Agreement.
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<br />12.Severability. If any of the provisions, terms, clauses, or waivers or releases of
<br />claims or rights contained in this Agreement are declared illegal, unenforceable, or ineffective, the
<br />remaining provisions, terms, clauses, waivers, releases, and rights shall be severable and
<br />enforceable. However, the Parties agree to negotiate in good faith substitute provisions, terms,
<br />clauses, or waivers or releases that would have, to the maximum extent possible, identical effect
<br />and that would be enforceable.
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<br />13.Writing Required. This Agreement may not be altered or amended except in
<br />writing signed by all of the Parties.
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<br />14.No Waiver. No waiver by any Party of any condition, or the breach of any term,
<br />provision, warranty, representation, agreement or covenant contained in this Agreement, whether
<br />by conduct or otherwise, in any one or more instances shall be deemed or construed as a further or
<br />continuing waiver of any such condition or breach or a waiver of any other condition or of the
<br />breach of any other term, provision, warranty, representation, agreement or covenant herein
<br />contained.
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<br />15.Execution. This Agreement may be executed in two or more counterparts, each of
<br />which shall be deemed an original but all of which together will constitute one and the same
<br />Agreement. The counterparts of this Agreement may be executed and delivered by facsimile or
<br />other electronic signature by any of the Parties to any other Party and the receiving Party may rely
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