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93103418 <br /> this Agreement, and, in the event such challenge is successful, <br /> this Agreement shall remain unmodified and in full force and <br /> effect. The provisions of this Section 7 shall be narrowly <br /> construed in favor of Developer, in order to preserve to <br /> Developer the benefits of this Agreement to the fullest extent <br /> possible. <br /> 8. Remedies. Either Party may, in addition to any other <br /> rights or remedies, institute legal action to cure, correct or <br /> remedy any default, enforce any covenant or agreement herein, <br /> enjoin any threatened or attempted violation or enforce by <br /> specific performance the obligations and rights of the Parties <br /> hereto. <br /> s. waiver: Remedies Cumulative. Failure by a Party to <br /> insist upon the strict performance of any of the provisions of <br /> this Agreement by the other Party, irrespective of the length of <br /> time for which such failure continues, shall not constitute a <br /> waiver of such Party's right to demand strict compliance by such <br /> other Party in the future. No waiver by a Party of any default <br /> shall be effective or binding upon such Party unless made in <br /> writing by such Party, and no such waiver shall be implied from <br /> any omission by a Party to take any action with respect to any <br /> such default. All of the remedies permitted or available to a <br /> Party under this Agreement, or at law or in equity, shall be <br /> cumulative and not alternative, and invocation of any such right <br /> or remedy shall not constitute a waiver or election of remedies <br /> with respect to any other permitted or available right or remedy. <br /> 10. ,Attorneys' Fees. If either Party brings an action or <br /> proceeding (including, without limitation, any cross-complaint, <br /> counterclaim, or third-party claim) against the other Party by <br /> reason of an event of Default, or otherwise arising out of this <br /> Agreement, the prevailing Party in such action or proceeding <br /> shall be entitled to its costs and expenses of suit, including <br /> but not limited to reasonable attorneys' fees (including, without <br /> limitation, fees and expenses) , which shall be payable whether or <br /> not such action is prosecuted to judgment. "Prevailing Party" <br /> within the meaning of this section shall include, without <br /> limitation, a Party who dismisses an action for recovery <br /> hereunder in exchange for payment of the sums allegedly due, <br /> performance of covenants allegedly breached, or consideration <br /> substantially equal to the relief sought in the action. <br /> 11. Limitations on Actions. City and Developer hereby <br /> renounce the existence of any third-party beneficiary to this <br /> Agreement and agree that nothing contained herein shall be <br /> construed as giving any other person or entity third party <br /> beneficiary status. If any action or proceeding is instituted by <br /> any third party challenging the validity of any provisions of <br /> this Agreement, or any action or decision taken or made <br /> hereunder, the parties shall cooperate in defending such action <br /> or proceeding. <br /> -13- <br />