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Sunday or holiday, such payment may be made or act performed on the next succeeding business <br />day. <br />13.6 Attorneys' Fees. In the event of any legal action or other proceeding <br />between the Parties regarding this Agreement, any of the documents attached hereto as exhibits, <br />the County Property or the City Property (an "Action"), each Party shall be responsible for its own <br />attorneys' fees, court costs and litigation expenses. <br />13.7 Further Assurances; Survival. Each Party will, whenever and as often as it <br />shall be requested to do so by the other Party, execute, acknowledge and deliver, or cause to be <br />executed, acknowledged and delivered, any and all such further conveyances, assignments, <br />approvals, consents and any and all other documents and do any and all other acts as may be <br />necessary to carry out the intent and purpose of this Agreement. <br />13.8 Entire Agreement; Amendments. This Agreement, together with the other <br />written agreements referred to herein, is intended by the Parties to be the final expression of their <br />agreement with respect to the subject matter hereof, and is intended as the complete and exclusive <br />statement of the terms of the agreement between the Parties. As such, this Agreement supersedes <br />any prior understandings between the Parties as to the subject matter hereof only (e.g., the <br />ownership and exchange of the County Property and City Property), whether oral or written, <br />including but not limited to the 1987 Development Agreement. Any amendments to this <br />Agreement shall be in writing and shall be signed by all Parties hereto. <br />13.9 No Waiver. A waiver by either Party hereto of a breach of any of the <br />covenants or agreements hereof to be performed by the other Party shall not be construed as a <br />waiver of any succeeding breach of the same or other covenants, agreements, restrictions or <br />conditions hereof. <br />13.10 Assignment. Neither Party hereto shall assign its rights under this <br />Agreement without the prior written consent of the other Party, which consent may be given or <br />withheld in such Party's sole discretion. <br />13.11 Binding Effect. This Agreement shall be binding upon and inure to the <br />benefit of the Parties hereto and their respective heirs, representatives, successors and permitted <br />assigns. <br />13.12 Headings; Cross -References, Exhibits. The headings and captions used in <br />this Agreement are for convenience and ease of reference only and shall not be used to construe, <br />interpret, expand or limit the terms of this Agreement. All cross-references in this Agreement, <br />unless specifically directed to another agreement or document, shall refer to provisions in this <br />Agreement and shall not be deemed to be references to any other agreements or documents. Each <br />of the exhibits attached to this Agreement is hereby incorporated into this Agreement by this <br />reference. <br />13.13 Counterparts. This Agreement may be executed in two or more <br />counterparts, each of which shall be deemed an original, but all of which together shall constitute <br />one and the same document. <br />14 <br />Project Name: Santa Ana Property Exchange <br />