Inst 2013 Property Exchange - Chamber of Commerce

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27.2 No Brokers. Each Party hereby represents and warrants to the other Party that it has retained no broker or other party to whom a commission or finder's fee is due with respect to the transactions contemplated hereby. Each Party shall defend, indemnify and hold the other Party harmless from and against all claims,expenses,costs, or arising in connection with a breach of this warranty and representation. The terms of this Section shall survive the expiration or earlier termination of this Agreement. 27.3 Attorneys'Fees. If either Party fails to perform any of its obligations under this Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation of any provision hereof,then the prevailing party in any proceeding in connection with such dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or establishing its rights hereunder, including,without limitation, court costs and reasonable attorneys' fees and disbursements. 27.4 Entire Agreement. This Agreement,together with Exhibits A through E, attached hereto and incorporated herein by reference, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect thereto. 27.5 No Merger. The obligations stated herein that are intended to operate after the Closing Date shall not merge with the transfer of title to the Property but shall remain in effect until fulfilled as provided herein. 27.6 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. 27.7 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 part 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. 27.8 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 Chamber or City of any of the provisions of this Agreement. 27.9 Amendments. This Agreement may be modified or amended only by an instrument in writing executed by both Chamber and City. 14