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78 Page 31 24. Attornevs' Fees. In any legal proceeding to enforce the terms of or restrain a violation of this Resale Agreement, the losing party or parties must pay the attorneys' fees of the winning party or parties in the amount fixed by the court in the proceeding. 25. Amendments. This Resale Agreement may only be amended in writing by an instrument signed by the authorized representative of the City or it successor in interest and the then record owner or owners of the Subject Affordable Unit. 26. Severabilitv. If any provision of this Resale Agreement shall be held invalid, inoperative or unenforceable as applied in any particular case, in any jurisdiction or jurisdictions or in all jurisdictions, or in all cas. ~~ .ecause it conflicts with any other provision or provisions hereof or any Constitut~ . " 'Statute or rule of public policy, or for any other reason, such circumstances ~:' ,i"hot have the effect of rendering the provisions in question inoperative or unen~ . Ie in anYiiJ;?ther case or circumstance, or of rendering any other provision or provisio ' ~rein ;:;.ained invalid, inoperative, or unenforceable to any extent whatsoever. The';~',.. .. ...~:~i~of anyone or more phrases, sentences, clauses or sections contained in this 'd:':"~~' Agreement shall not affect the remaining portions of this Resale Agreement or any 131''('" ,ereot. '~"~~~~1lli;:: 27. Headinas. The section headings are not p8I\1!9f this Resale Agreement and will not affect the i~!~~~i :.:~~!~on of any provisions hereof."";:.". . :.:.~;';;~~~1~;~i~:":~ ,- :~f~if~~;(~~, 28. Time .~!.~~' Esse~ie. In each provision of this Resale Agreement which states a specifi~,"ount of ti,."'''';''" within which the requirements thereof are to be satisfied or are to P9~t, time. . '.. deemed to be of the essence. . '\lrill~ ..(" '.. '~"" 29 Governin'\ .,:~~ . This i Agreement shall be governed by the laws of the State of California. \~Al!.(~'egal action brought under this Resale Agreement must be instituted in the Superior C~rt. of the County of San Mateo, State of California, in an appropriate municipal court in tftlilv,.county or in the Federal District Court in the District of California in which San Mateo Cb~nty is located. 30. Leaal Advice. Owner represents and warrants the following: Owner has carefully read this Resale Agreement, and in signing this Resale Agreement and/or agreeing to be bound by the same, Owner does so with full knowledge of any rights which Owner may have; Owner has received independent legal advice from legal counsel as to the matters set forth in this Resale Agreement, or has knowingly chosen not to consult legal counsel as to the matters set forth in this Resale Agreement; and, Owner has freely signed this Resale Agreement and/or agreed to be bound by it without any reliance upon any agreement, promise, statement or representation by or on behalf of the City, or its respective agents, employees, or attorneys, except as specifically set forth in this Resale Agreement, and without duress or coercion, whether economic or REOW\OOO1 \DOC\023-2.DOC 11/24/08730 HvT 15