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WARRANTIES AND COVENANTS OF SELLER SET FORTH IN THIS AGREEMENT. 7. Brokers, Buyer represents and warrants to Seller and Seller represents and warrants to Buyer that it has not engaged or employed a broker to whom a commission or finder's fee is payable in connection with this transaction. Buyer and Seller each ( "Indemnitor ") agree to indemnify and hold the other harmless from and against all liability, claims, demands, damages, or costs of any kind arising from or connected with any broker's or finder's fees or commission or charge claimed to be due any person arising from Indemnitor's conduct with respect to this transaction. 8. Assignment. Buyer and Seller agree that this Agreement shall be binding upon their respective heirs, executors, administrators, successors or assigns but is assignable by Buyer only by written consent of the City Manager, which consent the City Manager may withhold in his sole and absolute discretion, 9. Notices. All notices, demands and requests which may be given by either party to the other shall be in writing and shall be deemed to be given upon personal delivery or forty -eight (48) hours after deposit in the United States mail, certified, return receipt requested, postage prepaid, addressed to the party to be notified at their respective headquarters. Either party may designate by written notice to the other party in the manner set forth in this Agreement another address for notice. 10. Miscellaneous Provisions. 10.1 Waiver. The waiver of any provision of this Agreement shall be invalid unless evidenced by a writing signed by the party to be charged therewith. The waiver of, or failure to enforce, any provision of this Agreement shall not be a waiver of any further breach of such provision or of any other provision hereof. The waiver by either or both parties of the time for performing an act shall not be a waiver of the time for performing any other act or acts required hereunder. 10.2 Modifications. No change or addition to this Agreement or any part hereof shall be valid unless in writing and signed by each of the parties, 10.3 Governing Law. This Agreement shall be governed by California law. 10.4 headings. The headings in this Agreement are for convenience only and shall not be used to interpret this Agreement. 10.5 Further Acts. Each party agrees to take such further action and to execute and deliver such further documents as maybe necessary to carry out the purposes of this Agreement. -3- 55DD-7