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Property Management Plan may ultimately require the Successor Agency to terminate the License and dispose of the Premises. Notwithstanding the Long-Range Property Management Plan, the Successor Agency in good faith believes that its execution of the Consent is permitted by the Dissolution Act and the Dissolution Act Amendment. However, given the uncertainty surrounding such laws, the Successor Agency expressly disclaims any representation or warranty to that effect (written or oral, or express or implied) and Assignor and Assignee expressly acknowledge and agree that upon direction from Redwood City Oversight Board, the County of San Mateo or the State of California, the Successor Agency may have to terminate the License. 9. Miscellaneous. 9.1 This Assignment and the Purchase Agreement constitute the entire agreement between the parties,and there are no agreements, understandings, restrictions, warranties, or representations among the parties other than those set forth herein. This Assignment may not be changed, modified or amended except by a writing signed by the party to be charged and this Assignment may not be discharged except by perFormance in accordance with its terms or by a writing signed by the party to be charged. 9.2 This Assignment and its validity, construction and performance shall be governed in all respects by the laws of the State of California, without giving effect to principles of conflict of laws. 9.3 If any provision of this Assignment or the application of any provision hereof to any person or circumstance is held invalid,the remainder of this Assignment and the application of such provision to other persons or circumstances shall not be affected unless the provision held invalid shall substantially impair the benefits of the remaining portions of this Assignment. 9.4 This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives and assigns. 9.5 This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. This Assignment shall become effective upon the execution of a counterpart hereof by each of the parties hereto. 9.6 In the event legal action is instituted to enforce or interpret this Assignment, the prevailing party in such action (i.e., the party receiving substantially the result sought whether by motion, dismissal,final adjudication or otherwise)shall be entitled to recover its reasonably incurred attorneys' fees and costs of suit. ATTY/AGR/2014.050/TARBOOSH HOWIE'S ASSUMPTION REV:04-09-14 VR Page 3 of 6