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of this Agreement, are supported by adequate consideration, and the Parties hereby waive any
<br />allegation, claim and/or defense to the contrary.
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<br />9.Costs and Expenses. The Parties shall bear their own costs and expenses,
<br />including without limitation attorneys' fees, incurred in connection with their disputes, this
<br />Agreement and the transactions contemplated by it. However, to the extent any transfer or deed
<br />tax or fees are assessed on any of the Parties in connection with the execution or recording of the
<br />City Deed, the 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
<br />the subject matter contained herein. There are no other agreements, representations, warranties,
<br />or other understandings between the Parties with regard to the subject matter hereof which are
<br />not set forth in this Agreement. This Agreement is made and entered into without any reliance by
<br />the Parties on any statement, promise, inducement, or consideration not recited in this
<br />Agreement.
<br />
<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
<br />its own judgment, belief and knowledge, and the advice and recommendation of its own
<br />professional advisors, concerning the nature, extent and duration of its rights, obligations and
<br />claims; that it has reviewed its records, evaluated its position and conducted due diligence with
<br />regard to all rights, claims, or causes of action whatsoever with respect to the other Party; and
<br />that it has not been influenced to any extent whatsoever in executing this Agreement by any
<br />representations or statements made by any other Party or its representatives, except as expressly
<br />contained or referred to in this Agreement.
<br />
<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,
<br />the 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
<br />or 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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