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9 <br /> 12.8 Exhibits. All exhibits attached hereto or referenced herein are <br /> incorporated in this Agreement. The following exhibits are attached to this Agreement: <br /> EXHIBIT A — Council Resolution <br /> EXHIBIT B — Legal Description of the Property <br /> EXHIBIT C — Form of Deed <br /> EXHIBIT D — Demolition <br /> 12.9 Severability. In case any one or more of the provisions contained in this <br /> Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any <br /> respect, such invalidity, illegality or unenforceability shall not affect any other <br /> provision hereof, and this Agreement shall be construed as if such provisions had not <br /> been contained herein. <br /> 12.10 Counterparts. This Agreement and the documents to be delivered <br /> hereunder may be executed in any number of counterparts, and each such counterpart <br /> hereof shall be deemed to be an original instrument, but all such counterparts together <br /> shall constitute one agreement. <br /> 12.11 Assignment. Buyer shall have the right to assign its interests hereunder <br /> to an affiliate or related. entity in which Buyer maintains management and voting <br /> control, but such assignment does not release Buyer from any obligation or liability <br /> under this Agreement. <br /> 12.12 Effective Date. The "Effective Date" shall be the date upon which this <br /> Agreement has been executed by both Seller and Buyer and such date shall be.inserted <br /> by the second party to sign this Agreement on the first page of this Agreement. <br /> 12.13 Amendment, Waiver. No modification, termination or amendment of <br /> this Agreement may be made except by written agreement. No failure by Seller or <br /> Buyer to insist upon the strict performance of any covenant, agreement, or condition of <br /> this Agreement or to exercise any right or remedy shall constitute a waiver of any such <br /> breach or any other covenant, agreement, term or condition. No waiver shall affect or <br /> alter this Agreement, and each and every covenant, agreement, term and condition of <br /> this Agreement shall continue in full force and effect with respect to any other then <br /> existing or subsequent breach thereof. All the terms, provisions, and conditions of this <br /> Agreement shall inure to the benefit of and be enforceable by Seller's or Buyer's <br /> permitted successors and assigns. <br /> [signature pages follow] <br /> 16 <br /> 109 <br />