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13 <br />personal representatives, successors and assigns of the parties hereto. The invalidity or <br />unenforceability of any provision of this Agreement shall not affect the validity or enforceability <br />of any other provision hereof. This Agreement was negotiated, and the language in all parts will <br />be given its fair meaning and will not strictly for or against either party. The Exhibits hereto are <br />made a part of and incorporated into and made an express part of this Agreement. <br />15. AMENDMENTS. Any amendment of this Agreement must be in writing and signed <br />by the Parties. Any amendment must be signed by an authorized representative of Seller and, <br />unless otherwise expressly provided herein, by the Mayor of the City of Everett for Buyer. <br />16. SURVIVAL OF PROVISIONS. The terms, covenants, representations, agreements, <br />provisions and warranties contained herein shall not merge in the deed of conveyance, but shall <br />survive closing. <br />17. REAL ESTATE BROKER OR AGENT COMMISSIONS. <br />(a) Except for commissions or fees to Seller’s Broker and/or Buyer’s Broker <br />identified in the Basic Provisions, Buyer and Seller represent and warrant to each other that no <br />real estate commissions, finders’ fees, or brokers’ fees have been or will be incurred in <br />connection with the sale of the Property by Seller to Buyer. Seller represents to the other that, <br />except for Seller’s Broker (if any) identified in the Basic Provisions, it has not authorized any <br />broker or finder to act on its behalf in connection with the sale and purchase under this <br />Agreement and that it has not dealt with any broker or finder purporting to act on behalf of any <br />other party. Buyer represents to Seller that, except for Buyer’s Broker (if any) identified in the <br />Basic Provisions, it has not authorized any broker or finder to act on its behalf in connection with <br />the sale and purchase under this Agreement and that it has not dealt with any broker or finder <br />purporting to act on behalf of any other party. <br />(b) Unless otherwise provided in the Basic Provisions, Buyer is solely <br />responsible for paying Buyer’s Broker and Seller is solely responsible for paying Seller’s Broker. <br />Except as to any commission or fee that a Party expressly agrees to pay in the Basic Provisions, <br />Buyer and Seller each hereby agree to indemnify, defend, and hold the other harmless from any <br />claim, liability, obligation, cost, or expense (including attorneys’ fees and expenses) for fees or <br />commissions relating to Buyer’s acquisition of the Property asserted against either Party by any <br />broker or other person claiming by, through, or under the indemnifying Party or whose claim is <br />based on the indemnifying Party’s acts. The provisions of this Section shall survive the Closing or <br />any termination of this Agreement. <br />18. COUNTERPARTS/SIGNATURES. The Parties may execute this Agreement in one <br />or more identical counterparts, all of which when taken together will constitute one and the <br />same instrument. A facsimile or electronic mail transmission shall be binding on the Party or <br />parties whose signatures appear thereon. If so executed, each counterpart is to be deemed an <br />original for all purposes, and all counterparts shall, collectively, constitute one agreement, but in <br />making proof of this Agreement, it shall not be necessary to produce or account for more than <br />one counterpart. A Party’s signature may be by DocuSign or AdobeSign, which is fully binding. <br />[signatures on following pages(s)]