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right to enforce any provision of this Agreement or be entitled to damages for any breach by <br /> Chamber or City of any of the provisions of this Agreement. <br /> 27.9 Amendments. This Agreement may be modified or amended only by an <br /> instrument in writing executed by both Chamber and City. <br /> 27.10 Assignment Prohibited. This Agreement and the rights conferred hereunder may <br /> not be assigned by operation of law or otherwise absent the express written consent of the <br /> Parties. <br /> 27.11 Escrow Cancellation Charges. If the escrow fails to close by reason of a default <br /> by Chamber or City hereunder, such defaulting party shall pay all escrow or other Title Company <br /> charges. If the escrow fails to close for any reason other than default by Chamber or City,then <br /> Chamber and City shall each pay one-half of such charges. <br /> 27.12 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 /> 27.13 Further Assurances. City and Chamber 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 of any additional documents which may be required to effectuate the <br /> transactions contemplated hereby. <br /> 27.14 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 /> 27.15 Non-Liability of Officials, Employees and Agents. No member, official, <br /> employee or agent of City shall be personally liable in the event of any default or breach <br /> hereunder by either Party. <br /> 15 <br />