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<br />(ii) Except as expressly amended in this Amendment, GPZ and <br />Doubletree acknowledge and agree that {a) nothing in this Amendment shall constitute or be <br />construed in any manner as a waiver, discharge or termination of the Agreement or the parties' <br />obligations under the Agreement and (b) each party's rights and benef is under the Agreement are <br />hereby ratified and affirmed. <br />(c) Countemarts. This Amendment may be executed in counterparts, <br />including facsimile counterparts, each of which shall be deemed an original, but all of which, <br />together, shall constitute one and the same agreement. <br />(d} Authori .Each individual executing this Amendment on behalf of a <br />party represents that he ar she is duly authorized to execute and deliver this Amendment on <br />behalf of such party and that this Amendment is binding on said party. <br />(e) Attorney's Fees. The provisions in the Agreement respecting payment of <br />attorney's fees shall also apply to this Amendment. <br />(f) Effectiveness of Agreement. The parties acknowledge that, concurrently <br />with the execution of this Amendment, the parties intend to execute certain related documents <br />and agreements. As a result of the foregoing, the effectiveness of this Amendment is expressly <br />conditioned on the full execution and subsequent recordation ofthe Construction License and <br />that certain Transfer of Rights to Parking Spaces of even date herewith between CrP2 and <br />Doubletree {"Transfer Agreement"). <br />IN WITNESS WHEREOF, the undersigned have executed this Amendment as of <br />the date first set forth above. <br />rwai.caroc <br />X5063-O18f 5- l6-0MaW4~mVP <br />75B-241 <br />