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C. This Agreement shall be a legal, valid and binding obligation of Buyer, enforceable <br />against Buyer and its successors and assigns in interest in the Property, and each portion thereof, <br />in accordance with its terns, subject to bankruptcy and other equitable principles. <br />SECTION 9. ASSIGNMENT. This Agreement shall further provide that any Party <br />responsible for complying with its terms shall not assign its ownership interest in the Property or <br />any interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees in <br />writing to assume all of the duties and obligations and responsibilities set forth under this <br />Agreement. <br />SECTION 10. TIME OF THE ESSENCE. Time is expressly made of the essence with <br />respect to the performance by City and Buyer of each and every obligation and condition of this <br />Agreement. <br />SECTION 11. ATTORNEY'S FEES. In addition to any other remedies provided herein <br />or available under applicable laws, if either Party to this Agreement commences an action against <br />the other Party arising out of, or in connection with this Agreement, the prevailing Party shall be <br />entitled to recover from the non -prevailing Party its costs of suit, including, but not limited to, its <br />reasonable attorney's fees, expert witness fees, and costs of investigation. <br />SECTION 12. INTEGRATION. This Agreement contains the entire understanding <br />between the Parties relating to the transaction contemplated by this Agreement, except as <br />otherwise provided. All prior contemporaneous agreements, understandings, representations and <br />statements, oral or written, are merged in this Agreement and shall be of no further force or effect. <br />Each Party is entering into this Agreement based solely upon the representations set forth herein <br />and upon each Party's own independent investigation of any and all facts such Party deems <br />material. This Agreement constituted the entire understanding and agreement of the Parties, <br />notwithstanding any previous negotiations or agreements between the Parties or their predecessors <br />in interest with respect to all or any part of the subject matter hereof. <br />SECTION 13. SEVERABILITY. if any portion of this Agreement is declared invalid, <br />illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions <br />shall continue in full force and effect. <br />SECTION 14, AMENDMENT, No amendment, modification or supplement of this <br />Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject <br />to City approval. The requirement for written amendments, modifications or supplements cannot <br />be waived and any attempted waiver shall be void and invalid. <br />SECTION 15. NOTICES, All notices permitted or required under this Agreement shall be <br />given to the respective Parties at the following addresses, or at such other address as the respective <br />Parties may provide in writing for this purpose: <br />