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-10 - <br />10.12 Further Assurances. The Parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such <br />other actions as may be reasonably required or appropriate to carry out the intent and <br />purposes of this Agreement. <br />10.13 Waivers. Any waiver by any party shall be in writing and shall not be construed as a continuing waiver. No waiver will be implied from any delay or failure to take action on account of any default by any party. Consent by any party to any act or <br />omission by another party shall not be construed to be a consent to any other subsequent <br />act or omission or to waive the requirement for consent to be obtained in any future or <br />other instance. <br />10.14 Signatures/Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together <br />shall constitute one and the same instrument. Any one of such completely executed <br />counterparts shall be sufficient proof of this Agreement. <br />10.15 Date and Delivery of Agreement. Notwithstanding anything to the contrary contained in this Agreement, the parties intend that this Agreement shall be deemed effective, and delivered for all purposes under this Agreement, and for the <br />calculation of any statutory time periods based on the date an agreement between parties <br />is effective, executed, or delivered, as of the Effective Date. <br />10.16 Representation on Authority of Parties. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to <br />the other that the execution and delivery of the Agreement and the performance of such <br />party’s obligations hereunder have been duly authorized and that the Agreement is a valid <br />and legal agreement binding on such party and enforceable in accordance with its terms. <br />10.17 Approvals. Whenever this Agreement calls for Seller approval, consent, extension or waiver, the written approval, consent, or waiver of the Seller’s <br />Executive Director or his or her. designee(s) shall constitute the approval, consent, <br />extension or waiver of the Seller, without further authorization required from the Seller’s <br />Board. The Seller hereby authorizes the Agency's Executive Director and his or her designee(s) to deliver any such approvals, consents, or extensions or waivers as are required by this Agreement, or that do not otherwise reduce Seller’s rights under this <br />Agreement, and to waive requirements under this Agreement, on behalf of the Seller. <br />SIGNATURES ON FOLLOWING PAGE <br />364