Agmt 2010 Chang Income Property Partnership LP

Home

City Manager determines in his discretion that such action or approval requires referral to Seller's governing board for consideration. 26. Entire Agreement. This Agreement, including Attachment 1 and Exhibits A and B thereto, attached hereto and incorporated herein by this reference, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof. 27. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. 28. Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged thereby. 29. No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall confer upon any person, other than the Parties and their respective permitted successors and assigns, any rights or remedies hereunder. 30. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 31. Non-Liability of Officials, Employees and Agents. No member, official, employee or agent of Seller shall be personally liable to Buyer or its successors in interest in the event of any default or breach by Seller or for any amount which may become due to Buyer or its successors in interest pursuant to this Agreement. 32. Time of the Essence. Time is of the essence for each condition, term, obligation and provision o t is greement. 33. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Buyer and Seller agree that any action to interpret or enforce this Agreement shall be filed in Superior Court in Alameda County or in federal court for the Northern District of California. This Section shall survive the close of escrow and termination of this Agreement. 34. Time for Performance. When the time for performance of any obligation under this Agreement is to be measured from another event, such time period shall include the day of the other event. If the day of the time for performance is not a regular business day, then the time for such performance shall be by the regular business day following such day. 35. Escrow Cancellation Charges. If the escrow fails to close by reason of a default by Buyer or Seller hereunder, such defaulting party shall pay all escrow or other Title Company charges. If the escrow fails to close for any reason other than default by Buyer or Seller, then Buyer shall pay all of such charges. 1331533-6