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WARRANTIES AND COVENANTS OF SELLER SET FORTH IN <br />THIS AGREEMENT, <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 />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 />10. Miscellaneous Provisions. <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 />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 />10.3 Governing Law. This Agreement shall be governed by California <br />law. <br />10.4 Headings. The headings in this Agreement are for convenience <br />only and shall not be used to interpret this Agreement. <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 />- 3 - <br />