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13. Heirs, Assigns, Successors -in- Interest. This PSA, and all the terms, covenants and <br />conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and <br />assigns of the respective Parties hereto. <br />14. Time is of the Essence. In all matters and things hereunder to be done and in all payments <br />hereunder to be made, time is and shall be of the essence. <br />15. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M -36, P.O. <br />Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing <br />address of the Seller is: <br />Muller- McFadden LLC and Muller- McFadden 2 LLC <br />2351 Paseo de Valencia #2090 <br />Laguna Hills, CA 92653 -3107 <br />ATTN: Hugh Fast <br />16, Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the <br />whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all <br />issue(s) that were raised or could have been raised in connection with the acquisition of Said Real <br />Property by City. <br />17. Modification and Amendment This PSA may not be modified or amended except in writing <br />signed by the Seller and City. <br />18. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion <br />of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, <br />but all the remaining provisions of this PSA shall remain in full force. <br />19. Captions. Captions and headings in this PSA, including the title of this PSA, are for <br />convenience only and are not to be considered in construing this PSA. <br />20. Governing Law. This PSA shall be governed by and construed in accordance with the laws <br />of the State of California. <br />21. No Reliance By One Party On The Other. Each party has received independent legal advice <br />from its attorneys with respect to the advisability of executing this PSA and the meaning of the <br />provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or <br />against any party based upon any attribution to such party as the source of the language in question. <br />22. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no <br />other person or entity has or shall acquire any rights hereunder. <br />23. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, <br />execute and deliver such further documents (in form and substance reasonably acceptable to the party <br />to be charged) and do such other acts and things as are reasonably necessary and appropriate to <br />effectuate the terms and conditions of this PSA, without cost. <br />24. Applicability of Agreement To Assianees. This PSA shall be binding upon and shall inure to <br />the benefit of the successors and assigns of the Parties to this PSA. <br />25. Authority to Execute Aareement. Each undersigned represents and warrants that its <br />signature hereinbelow has the power, authority and right to bind their respective parties to each of the <br />terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any <br />injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory <br />or is withdrawn. <br />