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"without limitation." The words "approval," "consent" and "notice" shall be deemed to be preceded by the word "written." (d) The attachments and exhibits attached to this Agreement are made a part of this Agreement. (e) Unless there is a specific reference to business days in this Agreement (which shall refer to days other than Saturdays, Sundays and legal holidays), any reference to days in this Agreement shall be deemed to refer to calendar days. (f) Time is of the essence of this Agreement. (g) This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one and the same agreement. (h) This Agreement may not be amended or modified except by a written instrument signed by Seller and City. (i) This Agreement, in conjunction with the Master Agreement, including all exhibits and amendments thereto, constitute the entire and integrated agreement between Seller and City relating to Seller's grant to City of the Levee Assets and supersedes all prior agreements, understandings, offers and negotiations, oral or written, with respect to the transfer of the Levee Assets. Q) From and after the date of this Agreement, Seller and City agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the transactions contemplated by this Agreement. (k) If any provision of this Agreement is determined by a proper court to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement and this Agreement shall remain in full force and effect without such invalid, illegal or unenforceable provision; unless the result would be contrary to the Parties' material purposes of this Agreement. (1) No waiver of any provision of this Agreement or any breach of this Agreement shall be effective unless such waiver is in writing and signed by the waiving Party, and any such waiver shall not be deemed a waiver of any other provision of this Agreement or any other or subsequent breach of this Agreement. (m) Whenever a reference is made herein to an action or approval to be undertaken by City, the City Manager or his or her designee is authorized to act on behalf of City, unless specifically provided otherwise or the context requires otherwise. (n) The provisions of this Agreement and of the documents to be executed and delivered at Closing are and will be for the benefit of Seller, City and the New CFD only and are not for the benefit of any other third party, and accordingly, no third party 19 4846-4218-3288 v36 2025.276- SEAPORT PURCHASE AGREEMENT REV: 10-15-25 VR