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<br />Section 5.08. Severability. If any term or provision of this Agreement, or the application <br />of any term or provision of this Agreement to a particular situation, is held by a court of <br />competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions <br />of this Agreement, or the application of this Agreement to other situations, shall continue in full <br />force and effect unless amended or modified by mutual consent of the Parties. Notwithstanding <br />the foregoing, if any material provision of this Agreement, or the application of such provision to <br />a particular situation, is held to be invalid, void or unenforceable, either City or Saltworks may <br />(in their sole and absolute discretion) terminate this Agreement by providing written notice of <br />such termination to the other Party. <br /> <br />Section 5.09. Assignment and Transfer. Saltworks has the right to assign or transfer all <br />or any portion of Saltworks' interest, rights, and obligations under this Agreement to third parties <br />and to subsidiaries, affiliates and successors of Saltworks acquiring an interest or estate in the <br />Project or Property. If all or any portion of the Property is so transferred by Saltworks to any <br />person or entity, the transferee succeeds to all of Saltworks' rights under this Agreement, insofar <br />as they relate to such transferred property, and the transferee will automatically assume all <br />obligations of Saltworks, past, present and future, insofar as they relate to the transferred <br />property. Saltworks is released from its obligations accruing on or after the date of any sale, <br />transfer or assignment under this Agreement with respect to that portion of the Property sold, <br />transferred or assigned as permitted under this Section 5.09. Failure to deliver a written <br />assumption agreement hereunder does not negate, modify or otherwise affect the liability of any <br />transferee pursuant to the provisions of this Agreement. No breach or default by any person <br />succeeding to any portion of Saltworks' interest with respect to the transferred or assigned rights <br />and/or obligations is attributable to Saltworks, nor may Saltworks' rights hereunder be cancelled <br />or diminished in any way by any default or breach by any such person. <br /> <br />Section 5.10. Integration~ Counterparts~ Exhibits. This Agreement may be executed in <br />two (2) duplicate originals, each of which is an original, but all of which taken together is <br />considered one and the same instrument. This Agreement consists of Articles 1 through 5, <br />including the recitals, and Exhibits A-I through B, both inclusive, attached hereto, and <br />incorporated by reference herein, which constitute the entire understanding and agreement of the <br />Parties. The exhibits are as follows: <br /> <br />Exhibit A-I Map of Property <br /> <br />Exhibit A-2 Description of Property <br /> <br />Section 5.11. Amendment of This Agreement. This Agreement may be amended from <br />time to time, in whole or in part, by mutual written consent of the Parties or their successors in <br />interest. <br /> <br />Section 5.12. Waiver. Nothing in this Agreement shall be deemed to waive any remedy <br />of either Party under California law. <br /> <br />8 <br />