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6.3.C. - Page 18 <br /> such litigation, and waive any other venue to which such Party might be entitled by virtue <br /> of domicile, habitual residence or otherwise. <br /> 22. Binding Upon Successors. Subject to the terms of Section 23 below, the <br /> terms and conditions, covenants, and agreements set forth herein shall apply to and bind <br /> the heirs, executors, administrators, assigns and successors of the Parties hereof. <br /> 23. Assignment. Buyer shall not assign its right, title or interest in this <br /> Agreement to any other party without the prior written consent of City, which <br /> determination may be withheld in City's sole and absolute discretion. Buyer may, <br /> however, assign this Agreement and all of Buyer's rights under it to an affiliated entity in <br /> which Buyer has a controlling ownership interest, subject to the terms of this Agreement, <br /> provided that (i) such assignee assumes in a writing reasonably acceptable to City, all <br /> of the obligations of Buyer, (ii) City receives prior written notice of such assignment, (iii) <br /> the original Buyer remains fully liable for all obligations under this Agreement, and (iv) <br /> the assignee agrees to execute all documents and perform all obligations of Buyer as if <br /> such assignee were the original Buyer under this Agreement. <br /> 24. Brokers. Each Party represents to the other that it has not engaged any <br /> person entitled to any brokerage commission or finder's fee in connection with this <br /> transaction. Buyer agrees to indemnify the City from and against any claim asserted <br /> against or adjudged against the City by any person or entity, for any brokerage <br /> commission or finder's fee or any like compensation occasioned by or as a result of any <br /> act or omission of Buyer, including all attorney's fees, costs, expenses and any other <br /> fees incurred by, charged against or adjudicated against City, whether or not suit is filed. <br /> [Signature Page Follows] <br /> OAK#4848-2211-8201 v3 <br /> Page 12 of 29 <br /> ATTY/AGR12016.297/BUTLER MAIN STREET PURCHASE&SALE AGREEMENT FOR 4 REMNANT PROPERTIES <br /> REV: 10-10-16 VR <br />