Agmt14 Greystar GPII LLC Property Disposition Agreement

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be construed as if followed immediately by "but not limited to;" "shall," "will" and "must" means mandatory and "may"means permissive; and "or" is not exclusive. 509. Time All references herein to "days"shall mean calendar days unless expressly referred to as "business days." If the day for performance of an obligation under this Agreement falls on a Saturday, Sunday, legal holiday, or a day upon which City offices are closed, then the time for performance of that obligation shall be extended to the first following day that is not a Saturday, Sunday or legal holiday. 510. Further Cooperation The parties agree to execute and deliver all further documents and to take all such further action as may be reasonably necessary to fully effectuate the provisions of this Agreement. Without limiting the preceding sentence, in the event of any administrative, legal or equitable action or other proceeding instituted by any person, agency, or entity not a party to this Agreement challenging the validity or enforceability of this Agreement, or any portion thereof, or any of the actions leading to the adoption of this Agreement, or any issuance of the Project Approvals, the parties shall cooperate with one another in defending against such action or proceeding. 511. Severability If any term or provision of this Agreement is ever determined to be invalid or unenforceable for any reason, such term or provision shall be severed from this Agreement without affecting the validity or enforceability of the remainder of this Agreement. 600. SPECIAL PROVISIONS 601. Real Estate Commissions The City and the Developer represent and warrant that they have not engaged any real estate broker, salesperson or finder in connection with this Agreement or the sale and purchase of the City Property hereunder,. The Developer shall be solely responsible for any real estate brokerage or sales commissions, finder fees or similar charges that may arise from or be related to this Agreement that are claimed by any person engaged by the Developer relating to the City Property or this Agreement. Further, the Developer shall indemnify the City from any such claims for real estate brokerage or sales commissions, finder fees or similar charges, in accordance with Section 404, 602. No Joint Venture or Third Party Beneficiaries This Agreement shall not be deemed to create any agency, employment, partnership or joint venture relationship between the parties. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third-party ATTY/AGR/2014 197/ROW GREYSTAR PRA REV:10-01-14 PT&VR 82483.01)t117.9102745 13 22