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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 />9.9 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(including, without limitation any letters of intent or understanding) are hereby superseded and 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 Parties in the form 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 execution and delivery of this <br />Agreement and the Close of Escrow 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 mean 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 given 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 Hall 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 />9.14 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 the <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 tights or obligations under this <br />Agreement without the prior written consent of Seller, which consent may be witlnlneld 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 />254 -27 <br />