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2.9 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting <br />Party on any default shall impair such right or remedy or be construed as a waiver. Either Parties' consent <br />or approval of any act by the other Party requiring its consent or approval shall not be deemed to waive or <br />render unnecessary its consent to or approval of any subsequent act of the other Party. Any waiver by either <br />Party of any default must be in writing and shall not be a waiver of any other default concerning the same <br />or any other provision of this Agreement. <br />2.10 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly <br />declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative andthe <br />exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at <br />the same or different times, of any other rights or remedies for the same default or any other default by the <br />other Party. All warranties and promises to indemnify shall survive the termination, abandonment, or <br />completion of this Agreement. <br />2.11 Legal Counsel. Each Party acknowledges that; (i) it has read this Agreement; (H) it has <br />had the opportunity to have this Agreement explained to it by legal counsel of its choice; (iii) it is aware of <br />the content and legal effect of this Agreement; and (iv) it is not relying on any representations made by the <br />other Party or any of the employees, agents, representatives, or attorneys of the other Party, except as <br />expressly set forth in this Agreement. <br />2.12 Severability. In the event that any one or more of the phrases, sentences, clauses, <br />paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid <br />judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect <br />any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are <br />hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. <br />2.13 BindingE. The terms of this Agreement shall inure to the benefit of, and shall be <br />binding upon, each of the Parties and their respective successors and assigns. <br />2.14 Authorized Representatives. The person or persons executing this Agreement on behalf <br />Licensee and City warrants and represents that he/she has the authority to execute this Agreement on behalf <br />of that Party and that he/she has the authority to bind that Party to the performance of its obligations <br />hereunder. <br />2.15 Entire Agreement. This Agreement constitutes the entire and integrated agreement of <br />Licensee and City with respect to the subject matter hereof and supersedes any and all prior and <br />contemporaneous oral or written negotiations, representations or agreements. <br />[signature page to follow] <br />8 <br />