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permissible by law, but only to the extent that performance of such remaining ,provisions would <br />not be inconsistent with the intent and purposes of this Agreement. <br />99 Gender and Number. As used in this Agreement (]unless the context <br />requires otherwise), the masculine, feminine and neuter genders and the singular and the plural <br />include one another. <br />9.10 Entire Agreement. This Agreement constitutes the entire agreement <br />between the Parties pertaining to the subject matter hereof and all prior and contemporaneous <br />agreements, representations, negotiations and understandings of the Parties, oral or written„ <br />(including, without limitation any letters of intent or understanding) are hereby superseded and <br />merged herein. The preceding sentence shall not affect the validity of any instrument executed <br />by the Parties in the forth of the exhibits attached to this Agreement, <br />9.11 Survival. All covenants, agreements, representations, warranties and <br />indemnities contained in this Agreement shall survive the exccrition and delivery of this <br />Agreement and the Close of Lscrow and the delivery and recordation of all documents or <br />instruments in connection therewith. <br />9.12 Time References. Unless otherwise expressly provided in this <br />Agreement, any reference in this Agreement to time for performance of obligations or to elapsed . <br />time shall mean. Pacific Standard Time and time periods shall paean consecutive calendar days, <br />months or years, as applicable. If the date ( "Performance Date ") on which any action is to be <br />taken, any obligation is to be performed, or any notice is to be givens under this Agreement falls <br />on a Saturday, Sunday, day in which the Santa Ana City Hall is closed or federal holiday, such <br />Performance Date shall be automatically extended to the next business day. As used in this <br />Agreement, "business day ", means any calendar day that is not a Saturday, Sunday, day in which <br />the Santa Ana City Ball is closed or federal holiday. The time for performance on any <br />Performance Date shall be no later than 5:00 p.m., unless otherwise provided in this Agreement. <br />9.13 Incorporation of Exhibits. Except as intentionally omitted, all exhibits <br />attached hereto and referred to herein are incorporated into the Agreement as though fully set <br />forth herein. <br />9.11 Venue. In the event of any legal action to enforce or interpret this <br />Agreement, the sole and exclusive venue shall be the Superior Court of Orange County and Mile <br />Parties hereby agree to and do hereby submit to the jurisdiction of such court. <br />9,15 Counterparts. This Agreement may be executed in counterparts, each of <br />which shall be deemed an original, but all of which together shall be construed as one <br />instrument <br />9.16 Assignment. Buyer may not assign its rights or obligations under this <br />Agreement without the prior written consent of Seller, which consent may be withheld in the sole <br />discretion of Seller, Buyer shall provide Seller with thirty (30) day written notice of any such <br />proposed assignment. Notwithstanding the foregoing, Buyer, without Seller's consent shall be <br />entitled to assign its rights and obligations under this Agreement to (a) a partnership of which <br />Buyer, Kevin A. Coleman or an affiliate entity is the general partner, (b) a limited liability <br />_1y.. <br />25C -27 <br />