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ARTICLE 5 -MISCELLANEOUS <br />5.1 Binding on Successors. The terms, covenants and conditions herein contained shall be <br />binding upon and inure to the benefit of the successors and assigns of the parties hereto; <br />provided, however, that City shall not assign City's interest in this Agreement and the <br />Land without the prior written consent of Prudential, which consent may be withheld in <br />Prudential's sole and absolute discretion. <br />5.2 M r er. Except for those obligations hereunder which are expressly intended by the <br />parties to survive the Closing, the delivery of the Deed and any other documents and <br />instruments by Prudential and the acceptance and recordation thereof by City shall effect <br />a merger, and be deemed the full performance and discharge of every obligation on the <br />part of City and Prudential to be performed hereunder. <br />5.3 Attorneys' Fees. In the event of any litigation regarding the rights and obligations of the <br />parties under this Agreement, the prevailing party shall be entitled to reasonable <br />attorneys' fees (including those of in-house counsel) and court costs. <br />5.4 Notices. All notices or other communications required or permitted hereunder shall be in <br />writing and either delivered by hand delivery (including receipted express courier or <br />delivery service) or electronic mail (e.g., telecopy) or deposited in the United States mail <br />first-class, postage prepaid and addressed as follows: <br />To Seller: Prudential Insurance Company of America <br />2029 Century Park East, Suite 2050 <br />Los Angeles, CA 90067 <br />Attention: Hai-Ou Yang, Managing VP <br />Telecopier: (310) 201-0799 <br />Copies to: The Prudential Insurance Company of America <br />Four Embarcadero Center, Suite 2700 <br />San Francisco, CA 94111 <br />Attention: Regional Counsel <br />Telecopier: (415) 956-2197 <br />and Hacienda Marketing and Sales Corporation <br />4309 Hacienda Drive, Suite 550 <br />Pleasanton, CA 94588 <br />Attention: President <br />Telecopier: {510) 847-0170 <br />To City: City of Pleasanton <br />123 Main Street <br />Pleasanton, CA 94566 <br />Attention: City Manager <br />Telecopier: (510) 484-8236 <br />Notices which are delivered by hand or electronic mail shall be deemed received upon <br />delivery; notices which are deposited in the United States mail in accordance with the <br />Neighborhood Park Agreement 8/27/97 6 <br />