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Agreement insofar as any legal matter is concerned, solely in reliance on the legal advice of its <br />respective independent counsel, or chose not to follow such advice, as the case may be. <br /> <br /> All waivers of the provisions of this Agreement must be in writing and signed by the <br />appropriate authorities of the Agency or Developer, as applicable, and all amendments hereto <br />must be in writing and signed by the appropriate authorities of the Agency and Developer. <br /> <br /> In any circumstance where under this Agreement either party is required to approve any <br />matter, approval shall not be unreasonably withheld or delayed. Where no time frame for <br />approval is expressly stated in this Agreement, any request for an approval shall be deemed <br />denied if no response has been delivered within thirty (30) days from when approval was <br />requested. <br /> <br /> §1008 Time for Acceptance of Agreement by the Agency <br /> <br /> This Agreement, when executed by Developer and delivered to the Agency, must be <br />approved, executed and delivered by the Agency on or before thirty (30) days after signing and <br />delivery of this Agreement by Developer or this Agreement shall be void, except to the extent <br />that Developer shall consent in writing to a further extension of time for the approval, execution <br />and delivery of this Agreement. The date of this Agreement shall be the date when this <br />Agreement shall have been signed by the Agency. <br /> <br /> §1009 Recordation of Abstract of Agreement <br /> <br /> The Agency and Developer shall cause an abstract of this Agreement to be prepared <br />which, upon the written approval of both parties, either party may file for recordation in the <br />office of the Recorder of the County. <br /> <br /> §1010 Successors and Assigns <br /> <br /> This Agreement shall be binding upon and inure to the benefit of the parties hereto and <br />their respective heirs, successors and assigns; provided, however, that the benefits of this <br />Agreement shall not pass to, and cannot be claimed against the Agency by, any assignee lacking <br />the written approval of the Agency (where such approval is required), as the case may be, given <br />in accordance with this Agreement. <br /> <br /> §1011 Entire Understanding; Integrated Agreement <br /> <br /> This Agreement constitutes the entire understanding and agreement of the parties. This <br />Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and <br />supersedes all negotiations or previous agreements between the parties with respect to all or any <br />part of the subject matter hereof. <br /> <br /> §1012 Prevailing Party_ to Receive Costs and Fees <br /> <br /> Should any litigation be commenced between the parties hereto concerning this <br />Agreement, the party prevailing in such litigation shall be entitled, in addition to such other relief <br />as may be granted, to court costs and reasonable attorneys' fees as determined by the court. <br /> <br /> §1013 Expiration of Agreement <br /> <br /> This Agreement shall expire two (2) years from the date it becomes effective unless either <br />or both of the Acquisition Budget Letters of Credit (or Cash Deposit) and the Parking Structure <br />Security have been delivered to the Agency in accordance with Section 305 within such two-year <br /> <br /> 46 <br />DOCSSF1:495065.9 <br />9975-5 ~ <br /> <br /> <br />