2008/10/15 Council Agenda Packet

v (and Seller's agents, advisors, partners, members, owners, officers and directors, as the case may be) harmless from any damages, liabilities or claims arising directly out of all inspections and investigations by Purchaser or its agents or independent contractors; provided, however, Purchaser shall have no indemnification liability for the mere discovery of an existing condition at the Property. Notwithstanding any other provision in this Agreement to the contrary, this indemnification shall survive the Closing or earlier termination of this Agreement. 18. MISCELLANEOUS. a. Entire Agreement - No Oral Modifications. This Agreement and the exhibits hereto constitute the final and complete agreement, and supersede all prior correspondence, memoranda or agreements between the parties relating to the subject matter hereof. This Agreement cannot be changed or modified other than by a written agreement executed by both parties. b. Successors Bound. Subject to the restrictions on assignment contained in Section 17(c), the provisions of this Agreement shall extend to, bind and inure to the benefit of the parties hereto and their respective personal representatives, heirs, successors, and assigns. c. Assignment. Seller and Purchaser shall not assign this Agreement without the prior written consent of the other party provided, however, Purchaser shall be entitled to assign Purchaser's interest under this Agreement without Seller's consent solely to an affiliate of Purchaser controlled by Purchaser. d. Brokers. Seller and Purchaser each represent and warrant to the other that no real estate agent or broker was involved in negotiating the transaction contemplated herein. In the event any claims for real estate commissions, fees, or compensation (collectively "Compensation") arise in connection with this transaction, the party so incurring or causing such claims shall indemnify, defend and hold harmless the other party from any loss or damage, including attorneys' fees, which said other party suffers because of said claims. Neither Purchaser nor Seller shall have any liability to Broker if this transaction should fail to close for any reason whatsoever. e. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Washington. The venue for any litigation brought under this Agreement shall be Snohomish County, Washington. f. Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. g. Severability. If any term or provision of this Agreement shall, to any extent, be held invalid or unenforceable, the remaining terms and provisions of this -18- s or 50939068.4