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