10C Action 2011 0307 - Laserfiche WebLink

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the provisions, terms, representations warranties and covenants contained herein. Without limiting the generality of the foregoing: (i) Agency's representations, warranties and covenants contained herein shall survive the Close of Escrow, (ii) all provisions of this Agreement that expressly state that they shall survive the Close of Escrow and the termination of this Agreement, shall do so, and (iii) City and Agency intend that City's obligations pursuant to Sections 8 and 9 will survive the termination of this Agreement, the Close of Escrow and the transfer of the Property to City. 11.6 Governing Law. 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. 11.7 Interpretation; Captions. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the pan of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 11.8 Exhibits. Exhibits A and B attached hereto is incorporated herein by this reference and made a part of this Agreement. 11.9 No Third Party Beneficiaries. Nothing contained in this Agreement is intended by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties or by any third person, to be for the benefit of any third party, nor shall any third party have any right to enforce any provision of this Agreement or be entitled to damages for any breach by City or Agency of any of the provisions of this Agreement. 11.10 Amendments. This Agreement may be modified or amended only by an instrument in writing executed by both City and Agency. 11.11 Assignments. This Agreement and the rights conferred hereunder may not be assigned by operation of law or otherwise absent the express written consent of the Parties. 11.12 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 agreement. 11.13 Further Assurances. Agency and City each agree to undertake such other actions as may reasonably be necessary to carry out the intent of this Agreement, including without limitation, the execution and/or recordation of any additional documents which may be required to effectuate the transactions contemplated hereby. 11.14 Severabilitv. If any tern, 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. 1604875.2 8