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BMDV-54329\2647924.2 Put Option Agreement - 19 - the signer thereof against the other signing Parties, but all counterparts together shall constitute one and the same instrument. 9.7 Entire Agreement. This Put Option Agreement, all exhibits and schedules and any other document to be furnished pursuant to the provisions hereof embody the entire agreement and understanding of the Parties hereto as to the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants, or undertakings other than those expressly set forth or referred to in such documents. This Put Option Agreement and such documents supersede all prior agreements and understandings among the Parties with respect to the subject matter hereof. 9.8 Severability. Any term or provision of this Put Option Agreement that is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Put Option Agreement, or affecting the validity or enforceability of any of the terms or provisions of this Put Option Agreement. 9.9 Professional Fees. If any action is brought by any party to this Put Option Agreement to enforce or interpret its terms or provisions, the prevailing Party will be entitled to reasonable attorneys’ fees and costs incurred in connection with such action prior to and at trial and on any appeal therefrom. Except as provided in Section 8.9 above, each Party to this Put Option Agreement shall be responsible for, and shall pay, all of its own fees and expenses, including those of its counsel, consultants and accountants, incurred in the negotiation, preparation, and consummation of this Put Option Agreement and the transaction contemplated hereunder including, without limitation, in the case of City/Agency, all third-party engineering and environmental review costs and all other due diligence costs. 9.10 No Joint Venture. Nothing set forth in this Put Option Agreement shall be construed to create a joint venture between City/Agency and Beam. 9.11 Time of Essence. Time is of the essence of this Put Option Agreement. 9.12 No Waiver. No waiver of any of the provisions of this Put Option Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, nor shall a waiver in any instance constitute a waiver in any subsequent instance. No waiver shall be binding unless executed in writing by the Party making the waiver. 9.13 Counting of Days. Unless otherwise expressly specified herein, any reference to “days” shall mean calendar days. To the extent the last day for any act falls on a Saturday, Sunday or legal holiday, the last day for that act shall be extended to the next business day. 9.14 Electronic Signatures. Signatures to this Put Option Agreement, any amendment hereof and any notice given hereunder, transmitted by facsimile or electronic mail shall be valid and effective to bind the Party so signing. Each Party agrees to promptly deliver an execution original of this Put Option Agreement (and any amendment hereto) with its actual signature to the other Party, but a failure to do so shall not affect the enforceability of this Put