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damages (if any), including claims from vendors, independent contractors, <br />tenants now and forever. <br />b. No Party, nor any Agents, nor any related entities, to this ASA have made <br />any statement or representation to any other Party regarding any fact <br />relied upon in entering into this ASA, and each party expressly states it <br />does not rely upon any statement, representation or promise of any other <br />Party or any Party's Agent or related entities in executing this ASA, except <br />as is expressly stated in this ASA. Each Party to this ASA has made such <br />investigation of the facts and law pertaining to this ASA, and of all other <br />matters pertaining hereto, as it deems reasonable, necessary and/or <br />appropriate, and has consulted with legal counsel concerning the matters <br />contained herein. <br />4. Attorney's Fees <br />In the event of litigation relating to this ASA, the prevailing party shall be <br />entitled to reasonable attorneys' fees and costs. <br />5. Indemnity By Owners <br />Owner shall indemnify, defend and hold harmless City from and against any and <br />all claims, demands, liabilities, losses, judgments, expenses and attorney's fees <br />resulting from the breach by Owner of any provision of this ASA, or the falsity <br />of any representation or warranty made by Owner contained in this ASA. <br />6. Entire Aareement <br />This ASA contains the entire Agreement of the Parties hereto pertaining to the <br />subject matter discussed herein, and supersedes any prior written or oral <br />agreements between them concerning the subject matter contained herein. This <br />ASA may be modified only by a writing executed by the Parties hereto. <br />7. Partiallnvalidity <br />In the event that any term, covenant, condition or provision of this ASA shall be <br />held by a court of competent jurisdiction to be invalid or against public policy, the <br />remaining provisions shall continue in full force and effect. <br />8. Waiver <br />The provisions of this ASA may be waived, altered, amended or repealed, in <br />whole or in part, only upon the written consent of all Parties to this ASA. The <br />waiver by one party of the duty of performance by the other Party of any provision <br />in this ASA shall not invalidate this ASA, nor shall it be considered a waiver of <br />any rights or remedies available to the non-breaching Party of this ASA. <br />Page 3 of 13 <br />25D-6 <br />