RES 16900 - Laserfiche WebLink

executed by the waiving party. This Agreement may be amended or modified only by a written instrument executed by the Parties. 26. Successors. This Agreement shall bind and inure to the benefit of the respective heirs,personal representatives, successors and assignees of the Parties. 27. Provisions Not Merged With 'Feeds. None of the provisions, terms, representations, warranties and covenants of this Agreement are intended to or shall be merged by the Grant Deed, and neither the Grant Deed nor any other document shall affect or impair the provisions, terms, representations, warranties and covenants contained herein. Without limiting the generality of the foregoing: (i) Seller's representations, warranties and covenants contained herein shall survive the Close of Escrow, (ii) all provisions of this Agreement that expressly state that they shall survive the Close of Escrow and the termination of this Agreement, shall do so, and (iii) Buyer and Seller intend that the disclosures provided in Section 16 and 17.2 and the indemnities provided in Sections 14, 16, and 21 will survive the termination of this Agreement, the Close of Escrow and the transfer of the Property to Buyer. 28. Captions; Construction. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 29. Action or Approval. Where action and/or approval by Buyer is required under this Agreement, Buyer's City Manager may act on and/or approve such matter unless the City Manager determines in his discretion that such action or approval requires referral to Buyer's governing board for consideration. 30. Entire Agreement. This Agreement, including Exhibits A through C attached hereto and incorporated herein by this reference, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof. 31. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. 32. Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged thereby. 14 OAK#4845-6421-9189 v5