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SECTION 6. REPRESENTATION AND WARRANTIES OF OWNER. Owner represents and warrants for the benefit of and reliance by the City as follows: A. Owner validly exists under the laws of the State of California and is authorized to conduct business in California and is authorized to carry on its business being conducted as contemplated in this Agreement; B. Owner has the power and authority to enter into this Agreement; C. This Agreement, and each portion thereof, shall be a legal, valid and binding obligation of Owner and enforceable against Owner in accordance with its terms, subject to bankruptcy and other equitable principles. SECTION 7. COVENANT OF OWNER. Owner declares that the Project and the Property shall be held, conveyed, leased, used, and improved subject to the provisions of this Agreement and this Agreement is expressly declared to be for the benefit of the Project and the Property and the abutting public rights -of -way. The Property maintenance covenants of Owner in favor of the City which arise under this Agreement shall run with and burden the Property and shall be binding upon the Owner and all transferees acquiring fee simple title to the Property, or any part thereof, and the successors and assigns of each of them. SECTION 8. TIME OF THE ESSENCE. Time is expressly made of the essence with respect to the performance by City and Owner of each and every obligation and condition of this Agreement. SECTION 9. ATTORNEYS' FEES. hi addition to any other remedies provided herein or available under applicable laws, if either Parry to this Agreement commences a lawsuit or other action against the other Parry arising out of, or in connection with this Agreement, the "Prevailing Party" in such lawsuit or action shall be entitled to recover from the non -prevailing party its costs and expenses of litigation, including, but not limited to, its reasonable attorneys' fees, expert witness fees, costs of investigation, reasonable attorneys' fees incurred in any appeal from any judgment rendered therein and its costs and attorneys' fees in connection with collection of any judgment. SECTION 10. INTEGRATION. Notwithstanding any previous negotiations or agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof, this Agreement constitutes the entire agreement and understanding between the Parties relating to the terms, provisions, conditions and covenants contained in this Agreement, except as otherwise expressly provided. All prior or contemporaneous negotiations, agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. Each Parry is entering into this Agreement based solely upon the representations set forth herein and upon each Party's own independent investigation of any and all facts such Party deems material. SECTION 11. SEVERABILITY. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.