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Agreement as so invalidated would be unreasonable or grossly <br />inequitable under all the circumstances or would frustrate the <br />purposes of this Agreement. <br /> <br /> 19.6 Exhibits. The Exhibits listed in the Table of <br />Contents and referred to herein are deemed incorporated into this <br />Agreement in their entirety. <br /> <br /> 19.7 Entire Aqreement. This written Agreement contains <br />all the representations and the entire agreement between the <br />parties with respect to the subject matter hereof. Except as <br />otherwise specified in this Agreement, any prior correspondence, <br />memoranda, agreements, warranties or representations are <br />superseded in total by this Agreement. <br /> <br /> 19.8 Construction of Aareement. The provisions of this <br />Agreement shall be construed as a whole according to its common <br />meaning and not strictly for or against any Party in order to <br />achieve the objectives and purpose of the parties. The captions <br />preceding the text of each Article, Section or Subsection are <br />included only for convenience of reference and shall be <br />disregarded in the construction and interpretation of this <br />Agreement. Wherever required by the context, the singular shall <br />include the plural and vice versa, and the masculine gender shall <br />include the feminine or neuter genders, or vice versa. All <br />references to "person" shall include, without limitation, any and <br />all corporations, partnerships or other legal entities. <br /> <br /> 19.9 Further Assurances; Covenant to Siqn Documents. <br />Each Party covenants, on behalf of itself and its successors, <br />heirs and assigns, to take all actions and do all things, and to <br />execute, with acknowledgement or affidavit if required, any and <br />all documents and writings that may be necessary or proper to <br />achieve the purposes and objectives of this Agreement. <br /> <br /> 19.10 Governina Law. This Agreement, and the rights <br />and obligations of the parties, shall be governed by and <br />interpreted in accordance with the laws of the State of <br />California. <br /> <br /> 19.11 CoDs~ruction. This Agreement has been reviewed <br />and revised by legal counsel for both Developer and City, and no <br />presumption or rule that ambiguities shall be construed against <br />the drafting Party shall apply to the interpretation or <br />enforcement of this Agreement. <br /> <br /> 19.12 Time. Time is of the essence of this Agreement <br />and of each and every term and condition hereof. In particular, <br />City agrees to act in a timely fashion in accepting, processing, <br />checking and approving all maps, documents, plans, permit <br />applications and any other matters requiring City's review or <br />approval relating to the Project or Property. In the event the <br />issuance of a building permit for any part of the Project is <br />delayed as a result of Developer's or City's inability to obtain <br /> <br /> -18- <br /> <br /> <br />