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<br /> <br /> <br /> <br /> <br /> <br /> 7. Brokers. Buyer represents and warrants to Seller and Seller represents <br /> and warrants to Buyer that it has not engaged or employed a broker to whom a <br /> commission or finder's fee is payable in connection with this transaction. Buyer and <br /> Seller each ("Indemnitor") agree to indemnify and hold the other harmless from and <br /> against all liability, claims, demands, damages, or costs of any kind arising from or <br /> connected with any broker's or finder's fees or commission or charge claimed to be due <br /> any person arising from Indemnitor's conduct with respect to this transaction. <br /> 8. Assignment. Buyer and Seller agree that this Agreement shall be binding <br /> upon their respective heirs, executors, administrators, successors or assigns but is <br /> assignable by Buyer only by written consent of the City Manager, which consent the City <br /> Manager may withhold in his sole and absolute discretion. <br /> <br /> 9. Notices. All notices, demands and requests which may be given by either <br /> party to the other shall be in writing and shall be deemed to be given upon personal <br /> delivery or forty-eight (48) hours after deposit in the United States mail, certified, return <br /> receipt requested, postage prepaid, addressed to the party to be notified at their respective <br /> headquarters. Either party may designate by written notice to the other party in the <br /> manner set forth in this Agreement another address for notice. <br /> <br /> 10. Miscellaneous Provisions. <br /> <br /> 10.1 Waiver. The waiver of any provision of this Agreement shall be <br /> invalid unless evidenced by a writing signed by the party to be charged therewith. The <br /> waiver of, or failure to enforce, any provision of this Agreement shall not be a waiver of <br /> any further breach of such provision or of any other provision hereof. The waiver by <br /> either or both parties of the time for performing an act shall not be a waiver of the time <br /> for performing any other act or acts required hereunder. <br /> <br /> 10.2 Modifications. No change or addition to this Agreement or any <br /> part hereof shall be valid unless in writing and signed by each of the parties. <br /> <br /> 10.3 Governing Law. This Agreement shall be governed by California <br /> law. <br /> <br /> 10.4 Headings. The headings in this Agreement are for convenience <br /> only and shall not be used to interpret this Agreement. <br /> <br /> 10.5 Further Acts. Each party agrees to take such further action and to <br /> execute and deliver such further documents as may be necessary to carry out the purposes <br /> of this Agreement. <br /> <br /> 10.6 No Attorneys' Fees. If either party incurs attorneys' fees to <br /> enforce this Agreement or because of a breach of this Agreement by the other party, the <br /> prevailing party shall not be entitled to recover attorneys' fees from the other party. <br /> <br /> <br /> <br /> 3- <br /> 25E-9 <br />