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16.5 Binding Effect; Assignment of Obligations. This Agreement shall bind, and <br />shall inure to the benefit of, Grantee and City and their respective successors and assigns. Other <br />than as expressly provided to the contrary in this Agreement, Grantee shall not assign any of its <br />rights or obligations under this Agreement without the prior written consent of City, which <br />consent may be withheld in City's sole and absolute discretion. Any such assignment without <br />such consent shall, at City's option, be void. <br />16.6 Prior Agreements; Amendments; Consents. This Agreement contains the <br />entire agreement between the City and Grantee with respect to the Grant, and all prior <br />negotiations, understandings and agreements are superseded by this Agreement. No <br />modification of this Agreement (including waivers of rights and conditions) shall be effective <br />unless in writing and signed by the party against whom enforcement of such modification is <br />sought, and then only in the specific instance and for the specific purpose given. <br />16.7 Governing Law. This Agreement shall be governed by, and construed and <br />enforced in accordance with, the laws of the State of California. Grantee irrevocably and <br />unconditionally submits to the jurisdiction of the Superior Court of the State of California for <br />the County of Orange or the United States District Court of the Central District of California, as <br />City may deem appropriate, in connection with any legal action or proceeding arising out of or <br />relating to this Agreement. Assuming proper service of process, Grantee also waives any <br />objection regarding personal or in rem jurisdiction or venue. <br />16.8 Severability of Provisions. No provision of this Agreement that is held to be <br />unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of <br />this Agreement are hereby declared to be severable. <br />16.9 Headings. Article and section headings are included in this Agreement for <br />convenience of reference only and shall not be used in construing this Agreement. <br />16.10 Conflicts. In the event of any conflict between the provisions of this Agreement <br />and those of the Regulatory Agreement, this Agreement, unless otherwise expressly provided, <br />shall prevail; provided however that, with respect to any matter addressed in the other such <br />documents, the fact that one document provides for greater, lesser or different rights or obligations <br />than the others shall not be deemed a conflict unless the applicable provisions are inconsistent <br />and could not be simultaneously enforced or performed. <br />16.11 Time of the Essence. Time is of the essence under this Agreement and in the <br />performance of every term, covenant, and obligation contained herein. <br />16.12 Conflict of Interest. <br />(a)No member, official or employee of the City shall have any direct or <br />indirect interest in this Agreement, nor participate in any decision relating to the Agreement, <br />which is prohibited by law. <br />(b)Grantee covenants that it presently has no interests and shall not have <br />interests, direct or indirect, which would conflict in any manner with performance of this <br />Agreement. <br />EXHIBIT 2