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~~~-,----~~._,~-~~-~.~._. 6.1G Page 32 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 cases because it conflicts with any other provision or provisions hereof or any Constitution or Statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provisions in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever. The invalidity of anyone or more phrases, sentences, clauses or sections contained in this Resale Agreement shall not affect the remaining portions of this Resale Agreement or any part hereof. 27. Headinas. The section headings are not part of this Resale Agreement and will not affect the interpretation of any provisions hereof. 28. Time of the Essence. In each provision of this Resale Agreement which states a specific amount of time within which the requirements thereof are to be satisfied or are to persist, time shall be deemed to' be of the essence. 29 Govemina Law. This Resale Agreement shall be governed by the laws of the State of California. Any legal action brought under this Resale Agreement must be instituted in the Superior Court of the County of San Mateo, State of California, in an appropriate municipal court in that county or in the Federal District Court in the District of California in which San Mateo County 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\O001 \OOC\023-2. DOC 11/24108730 HvT 15