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Representative(s) of City Representative(s) of Developer <br />10.16 Real Estate Commissions. The City shall not be responsible for any real estate <br />brokerage or sales commissions, finder fees or similar charges that may arise from or be related to <br />this Agreement. The Developer shall be solely responsible for any real estate brokerage or sales <br />commissions, finder fees or similar charges that may arise from or be related to this Agreement <br />that are claimed by any Person engaged by the Developer relating to the Property, the Project or <br />this Agreement. Further, the Developer shall Indemnify the City from any such claims for real <br />estate brokerage or sales commissions, finder fees or similar charges, in accordance with Section <br />9.7. <br />10.17 Binding on Successors and Assigns. This Agreement shall be binding upon and <br />inure to the benefit of the Parties and their respective legal representatives, successors and assigns. <br />10.18 No Other Representations or Warranties. Except as expressly set forth in this <br />Agreement, no Party makes any representation or warranty material to this Agreement to any other <br />Party. <br />10.19 Tax Consequences. Developer acknowledges this Agreement and agrees that it <br />shall bear any and all responsibility, liability, costs, and expenses connected in any way with any <br />tax consequences experienced by the Developer related to this Agreement or the Close of Escrow. <br />10.20 No Third -Party Beneficiaries. Nothing in this Agreement, express or implied, is <br />intended to confer any rights or remedies under or by reason of this Agreement on any Person <br />other than the Parties and their respective permitted successors and assigns, nor is anything in this <br />Agreement intended to relieve or discharge any obligation of any third -Person to any Party or give <br />any third -Person any right of subrogation or action over or against any Party. <br />10.21 Execution in Counterparts. This Agreement may be executed in two or more <br />counterpart originals, each of which shall be deemed to be an original, but all of which together <br />shall constitute one and the same document. <br />10.22 Entire Agreement. <br />10.22.lIntegrated Agreement. This Agreement includes 56 pages and 11 exhibits, <br />which constitute the entire understanding and Agreement of the Parties regarding the Premises, <br />conveyance of the Property and the other subjects addressed in this Agreement. This Agreement <br />integrates all of the terms and conditions mentioned in this Agreement or incidental to this <br />Agreement, and supersedes all negotiations or previous agreements between the Parties with <br />respect to the Premises, conveyance of the Property and the other subjects addressed in this <br />Agreement. <br />10.22.2No Merger. None of the terms, covenants, restrictions, agreements or <br />conditions set forth in this Agreement shall be deemed to be merged with any deed conveying title <br />to any portion of the Premises, any lease or sublease of any part of the Premises and this Agreement <br />shall continue in full force and effect before and after any such instruments. <br />54 <br />5 53 94.00049\3 3239203.12 <br />