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agreement can be transferred to the new owner. Failure to notify the City upon transfer <br />shall be cause for immediate termination of this License, except for any surviving <br />clauses. <br />(g) Integration. This Agreement contains the entire understanding <br />between the parties relating to the transaction contemplated by this Agreement, <br />notwithstanding any previous negotiations or agreements between the parties or their <br />predecessors in interest with respect to all or any part of the subject matter hereof. All <br />prior or contemporaneous agreements, understandings, representations, and <br />statements, oral or written, are merged in this Agreement and shall be of no further <br />force or effect. Each party is entering this Agreement based solely upon the <br />representations set forth herein and upon each party's own independent investigation of <br />any and all facts such party deems material. <br />(h) Attorneys' Fees. In the event any proceeding or action is brought in <br />connection with the enforcement of this Agreement, the prevailing party <br />shall be entitled to recover reasonable attorneys' fees and costs, including <br />those on appeal. <br />(i) Authorized Representative. Each person signing on behalf of the <br />Parties warrants that he/she is the authorized representative of the party <br />for whom he/she is signing and has been expressly authorized to bind that <br />party to this Agreement and will provide proof of such authority if <br />requested. <br />Time is of the Essence. Time is of the essence in performing the <br />obligations in this Agreement <br />(k) Counterparts. This Agreement may be executed in counterparts, <br />all of which taken together shall be deemed one and the same Agreement. <br />7 <br />