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pay shall be paid by UTILITY. The COUNTY assumes no obligation <br />to employ any of UTILITY's employees. <br />14. MODIFICATIONS T_E IN WRITING. <br />This Agreement may be varied, modified or altered only <br />by a written instrument signed by both parties.. <br />15. MERGE . <br />All representations and warranties heretofore made by <br />either party to the other are merged into this Agreement. <br />16. ERANCHIAE ERPIRES. <br />At closing, the franchise from COUNTY to UTILITY shall <br />expire and be of no further force and effect. <br />17. HEADINGS. <br />The headings used are for convenience only, and the <br />parties herein agree that they shall be disregarded in the <br />construction of this Agreement. <br />18. PERFORMANCE REMEDIES. <br />The parties acknowledge that either shall have against <br />the other any and all remedies available at law or in equity to <br />enforce the rights and obligations of either party arising out <br />of the provisions of this Agreement, or for breach of any of <br />said obligations, without limitation thereof. Each party <br />acknowledges and grants to the other the right to seek specific <br />performance to compel either party to act or perform in <br />accordance with the requirements of this Agreement. <br />19. JOINT RELEASES. <br />The shareholder of 100 percent of the issued and <br />outstanding stock of UTILITY is: <br />SEA OAKS COMMUNITIES, INC. <br />COUNTY agrees to release shareholder and UTILITY at <br />closing from any and all obligations to COUNTY regarding sewer <br />service within UTILITY's franchise area whatsoever, other than <br />as contained in the UTILITY's Developers' Agreements concerning <br />this shareholder. This shareholder and UTILITY agree to <br />release COUNTY at closing from all obligations to them <br />concerning sewer service within the SEA OAKS UTILITIES, INC. <br />franchise area, other than the obligation to provide sewage <br />collection, treatment and disposal service, as well as <br />irrigation water, as set forth in the UTILITY's Developers' <br />Agreements concerning this shareholder as required by law. <br />20. CONDITIONS PRECEDENT TO CLOSING,. <br />The obligations of each party to close the transaction <br />contemplated by this Agreement are subject to the conditions <br />that, at or before the closing date: <br />A. Neither party shall be prohibited by decree or <br />law from consummating the transaction. <br />B. There shall not be pending or threatened on <br />the closing date any action or proceeding which would prevent <br />the operation of the sewer system, make ineffective the <br />acquisition of the system or hinder the ability of COUNTY to <br />7 <br />