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9.5 Inurement. Subject to the restrictions against assignment as herein contained, this <br />Agreement, and all the terms, covenants, and conditions hereof, shall inure to the benefit of <br />and shall be binding upon, the assigns, successors in interest, personal representatives, <br />estates, heirs and legatees of the respective parties hereto. <br />9.6 Governing Law. All questions with respect to this Agreement, and rights and liabilities of <br />the Parties hereto, shall be governed by the laws of.the State of California. Venue shall be <br />in the County of.Orange. <br />9.7 Attorney Fees. In the event of any controversy, claim or dispute between the Parties <br />hereto, arising out of or relating to this Agreement or the breach thereof, the'prevailing <br />party shall; be entitled to recover from the other party reasonable expenses, attorney fees <br />and costs. <br />9.8' Entire Agreement. The Agreement contains the entire. agreement of the Parties hereto, and <br />supersedes any prior written or oral agreements between them concerning the subject <br />matter contained herein. There are no representations; agreements, -arrangements, or <br />understandings, oral or written, between the Parties hereto, relating to the subject matter <br />contained in this Agreement which are not fully expressed herein. <br />9.9 Additional. Documents. All Parties hereto agree to execute any and all additional <br />documents and instruments necessary to carry out the terms of this Agreement. <br />9.10 No Merger. All warranties, representations, acknowledgements, releases, covenants and <br />obligations contained in this Agreement shall survive delivery and recordation of the grant <br />deeds. <br />9.11 Contingency It is understood and agreed between the: Parties hereto that the completion of <br />thistransaction, and the escrow created hereby, is contingent upon the specific acceptance <br />and approval of the City herein. The execution of these documents and the delivery of <br />same to Escrow Agent constitute said acceptance and approval. <br />9.12 Modification and Amendment. This Agreement may not be modified or amended except in <br />writing signed by the Parties. <br />9.13 Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the <br />clusion of which would adversely affect the validity, legality, or enf <br />conorcement of this <br />Agreement shall have no effect, but all the remaining provisions of this Agreement shall <br />remain in full force. <br />9.14 Cantions. Captions and headings in this Agreement, including the title of this Agreement, <br />are for convenience only and are not to be considered in construing" this Agreement. <br />9.15 No Relimce•by One Party on the Other. Each Party has received independent legal advice <br />from its attorneys with respect to the advisability of executing this Agreement and the <br />meaning of the provisions hereof.. The provisions_of this Agreement shall be construed as to <br />their fair meaning, and not for or against any Party based upon any attribution to such Party as <br />the source of the language in question. <br />Page 8 of 17 <br />25C-14 <br />