Agmt 2006 Mercy Housing California XXXIII

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15. Parties Not Co-Venturers. Nothing in this Assignment Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 16. Action by the Aqency. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the Agency is required or permitted under this Assignment Agreement, such action shall be in writing, and such action may be given, made or taken by the Agency's Executive Director or by any person who shall have been designated by the Agency's Executive Director, without further approval by the Agency's governing board unless the Agency's Executive Director determines that such matter requires the consent of such governing board. 17. Non-Liability of Aqency and Aqency Officials, Employees and Aqents. No member, official, employee or agent of the Agency or the City of San Leandro shall be personally liable to Assignor, or any successor in interest, in the event of any default or breach by the Agency, or for any amount of money which may become due to Assignor or its successor or for any obligation of Agency under this Assignment Agreement. 18. No Third Party Beneficiaries. There shall be no third party beneficiaries to this Assignment Agreement. 19. Headinqs; Construction. The headings of the sections and paragraphs of this Assignment Agreement have been inserted for convenience only and shall not be used to construe this Assignment Agreement. The language of this Assignment Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. Time is of the essence in the performance of this Assignment Agreement. 20. Governinq Law; Venue. This Assignment Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. The Parties consent to the jurisdiction of any federal or state court in the jurisdiction in which the Property is located (the "Property Jurisdiction"). Mercy California and Mercy XXXIII each agree that any controversy arising under or in relation to this Agreement, the Predevelopment Note or the Assignment Agreement shall be litigated exclusively in courts having jurisdiction in the Property Jurisdiction. Mercy California and Mercy XXXIII each irrevocably consent to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. 21. Attorneys' Fees. If any claim, at law or otherwise is made by either Party, the prevailing party or the nondefaulting party, as the case may be, shall be entitled to its costs and reasonable attorneys' fees. 22. Severability. If any term of this Assignment Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the 809163-1 22