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(i) have been authorized, executed, and delivered by Property Owner; <br />(ii) are binding obligations of Property Owner; <br />(iii) are collectively sufficient to transfer all of Property Owner's rights to the <br />Extension Property; and <br />(iv) subject to obtaining the Release, do not violate the provisions of any <br />agreement to which Property Owner is a party or that affects the Extension <br />Property; subject, however, to applicable bankruptcy, insolvency, and other <br />similar laws affecting the enforcement of creditors' rights and to principles of <br />equitable remedies. <br />(b) City warrants that this Agreement and all other documents delivered prior to or on <br />the Close of Escrow: <br />(i) have been authorized, executed, and delivered by City; <br />(ii) are binding obligations of City; and <br />(iii) do not violate the provisions of any agreement to which City is a party; <br />subject, however, to applicable bankruptcy, insolvency, and other similar laws for <br />enforcement of creditors' rights and to principles of equitable remedies. <br />(c) The parties warrant that the persons executing this Agreement on their behalf are <br />authorized to do so, and on execution of this Agreement, this Agreement shall be valid <br />and enforceable against City or Property Owner in accordance with this Agreement. <br />Section 7. Brokers. Each party warrants and represents to the other that no brokers <br />have been retained or consulted in connection with this transaction. Each party agrees to defend, <br />indemnify, and hold harmless the other party from any claims, expenses, costs, or liabilities <br />arising in connection with a breach of that party's representations, warranties, or covenants under <br />this Agreement. <br />Section 8. Assignment. Neither City nor Property Owner shall have the right to <br />assign any rights and liabilities under this Agreement to any party. <br />Section 9. Attorney Fees If litigation is commenced between the parties, the <br />prevailing party in that litigation shall be entitled to recover from the non -prevailing party all <br />reasonable attorneys fees and costs. "Prevailing Party" shall include without limitation a party <br />who dismisses an action in exchange for sums allegedly due; the party who receives performance <br />from the other party for an alleged breach of contract or a desired remedy where the performance <br />is substantially equal to the relief sought in an action; or the party determined to be the prevailing <br />party by a court of law. <br />Section 10. Notices. All notices to be given under this Agreement shall be in writing <br />and sent by: <br />(a) certified mail, return receipt requested, in which case notice shall be deemed delivered <br />three (3) business days after deposit, postage prepaid in the United States Mail; <br />Westgate Agreement - 4 - <br />