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null or void, or against public policy, the remaining portions of this Agreement shall not be <br /> affected thereby and shall remain in force and effect to the full extent perinissible by law. <br /> 14.5 Performance of Acts on Business Days. Unless specifically stated to the <br /> contrary, all references to days herein shall be deemed to refer to calendar days. In the event that <br /> the final date for payment of any amount or performance of any act hereunder falls on a <br /> Saturday, Sunday or holiday, such payment may be made or act performed on the next <br /> succeeding business day. <br /> 14.6 Attorneys' Fees. In the event of any legal action or other proceeding <br /> between the Parties regarding this Agreement, any of the documents attached hereto as exhibits, <br /> the County Property or the City Property (an "Action"), each Party shall be responsible for its <br /> own attorneys' fees, court costs and litigation expenses. <br /> 14.7 Further Assurances, Survival. Each Party will, whenever and as often as it <br /> shall be requested to do so by the other Party, execute, acknowledge and deliver, or cause to be <br /> executed, acknowledged and delivered, any and all such further conveyances, assignments, <br /> approvals, consents and any and all other documents and do any and all other acts as may be <br /> necessary to carry out the intent and purpose of this Agreement. <br /> 14.8 Entire Agreement; Amendments. This Agreement, together with the other <br /> written agreements referred to herein, is intended by the Parties to be the final expression of their <br /> agreement with respect to the subject matter hereof and is intended as the complete and exclusive <br /> statement of the terms of the agreement between the Parties. As such, this Agreement <br /> supersedes any prior understandings between the Parties as to the subject matter hereof only <br /> (e.g., the ownership and transfer of the Property), whether oral or written. Any amendments to <br /> this Agreement shall be in writing and shall be signed by all Parties hereto. <br /> 14.9 No Waiver. A waiver by either Party hereto of a breach of any of the <br /> covenants or agreements hereof to be performed by the other Party shall not be construed as a <br /> waiver of any succeeding breach of the same or other covenants, agreements, restrictions or <br /> conditions hereof. <br /> 14.10 Assi ng ment. Neither Party hereto shall assign its rights under this <br /> Agreement without the prior written consent of the other Party, which consent may be given or <br /> withheld in such Party's sole discretion. <br /> 14.11 Bindin.a Effect. This Agreement shall be binding upon and inure to the <br /> benefit of the Parties hereto and their respective heirs, representatives, successors and permitted <br /> assigns. <br /> 14.12 Headings; Cross-References; Exhibits. The headings and captions used in <br /> this Agreement are for convenience and ease of reference only and shall not be used to construe, <br /> interpret, expand or limit the terms of this Agreement. All cross-references in this Agreement, <br /> unless specifically directed to another agreement or document, shall refer to provisions in this <br /> Agreement and shall not be deemed to be references to any other agreements or documents. <br /> 12 <br /> Project Name:County of Orange/Santa Ana Plaza of the Fountains Property Transfer <br />