AgdaPkt 2021.02.08 Joint SA PFA - Laserfiche WebLink

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8.A. - Page 33 of 154 notice. Developer then, at its expense, shall perform the work or take the necessary corrective action prior to the Close of Escrow. 13.9. Right to Possession.. As of the Effective Date and as of the Close of Escrow, no person or entity other than Developer has the right to possess the Public Right -of -Way and Public Service Easement Area, or any portion thereof. 13.10. Non -Foreign Transferor. Developer is not a "foreign person" within the meaning of the Foreign Investment in Real Property Act or any similar state statute, and Developer will comply with all of the requirements of the Foreign Investment in Real Property Act and any similar state statute in connection with this transaction. 13.11. Change of Situation. Until the Close of Escrow, Developer shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 13 not to be true as of the Close of Escrow, immediately give written notice of such fact or condition to City, in which case City shall be entitled to either close Escrow with knowledge of such fact or condition or terminate this Agreement. As used herein the phrase "to the best of Developer's knowledge" means the current, actual knowledge of David Kingery. 14. Reserved. 15. Contin enc . It is understood and agreed between the Parties hereto that the completion of this transaction, and the Escrow created hereby, is contingent upon the specific acceptance and approval of this Agreement by the City. The execution of this Agreement by City and the delivery of same to Escrow Agent shall constitute said acceptance and approval. 16. Reserved. 17, Broker's Commission. Developer and City each warrant and represent that it has not engaged the services of any agent, finder or broker in connection with the transaction which is the subject of this Agreement, and that it is not liable for any real estate commissions, broker's fees or finder's fees which may accrue by reason of the Exchange. Developer and City agree to and do hereby indemnify and hold the other harmless from and against any and all costs (including attorneys' fees and costs), liabilities, losses, damages, claims, causes of action or proceedings which may result from any broker, agent or finder, licensed or otherwise, which it has employed in connection with the transaction covered by this Agreement. 18, Waiver, Consent and Remedies. Each provision of this Agreement to be performed by City and Developer shall be deemed both a covenant and a condition and shall be a material consideration for Developer's and City's performance hereunder, as appropriate, and any breach thereof by City or Developer shall be deemed a material default hereunder. Either Party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving Party may at any time thereafter require further compliance by the other Party with any breach or provision so waived. The consent by one Party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a Party to act, except as otherwise specified in this Agreement. Except as otherwise specified REV: 01-21-20201 PR AT1 YIAGR.2021.01111548 Maple LLC (Page 11 of 25) 245