Agmt13 Redwood City Partners, LLC (2)

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6. Survival. The terms and conditions of this Agreement (and the corresponding provisions of the Holdback Account) shall survive the Closing and recordation of the Deed, and are in addition to, and do not modify or offset, the Seller liability provisions set forth in the DDA. 7. Further Assurances. Buyer and Seller hereby covenant that each of them shall, at any time and from time to time upon written request from the other or Escrow Agent, execute and deliver such documents as may reasonably be requested in order to fully effectuate this Holdback Agreement. 8. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement may also be executed and the signature page transmitted by electronic mail. The delivery of such electronic copy of the executed signature page of this Agreement, together with this Agreement, shall constitute the effective execution and delivery hereof. Each party shall thereafter deliver to Escrow Agent an original manually-signed copy of this Agreement as soon as reasonably practicable. 9. Notices. 9.1 Written Notice. All notices, demands, and requests that may be given or that are required to be given by either Party to the other Party under this Agreement must be in writing. 9.2 Method of Transmittal. All notices, demands, requests, or other communications required or permitted to be given hereunder must be sent: (i) by United States certified mail, postage fully prepaid, return receipt requested, (ii) by hand delivery, (iii) by FedEx or a similar internationally recognized overnight courier service, or (iv) by facsimile or electronic mail with a confirmation copy delivered by another method set forth in this Section 9.2. All such notices, demands, requests, or other communications shall be deemed to have been given for all purposes of this Agreement upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day that is not a Business Day or is required to be delivered on or before a specific day that is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day. Addresses. The addresses for proper notice under this Agreement axe as follows: As to Seller: City of Redwood City Attn: City Manager 1017 Middlefield Road Redwood City, CA 94063 (650) 780-7200 (Telephone) 6