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Email: pmunson@ecltnlaw.com Rejection or other refusal to accept or inability to deliver because of changed address of which no notice has been given shall constitute receipt of the notice, demand, or request sent. 31. SELLER'S AGENT. Except as otherwise provided herein, the Seller's City Manager shall be Seller's agent and shall have the authority to administer this Agreement on behalf of Seller, including but not limited to the authority, to cause notices to be served on Buyer; enforce or terminate the Agreement upon default of any terms by Buyer; and to enforce Seller's rights as provided herein; but excluding execution of deeds and other Closing documents on behalf of Seller, which shall be as provided by law. 32. SAVING CLAUSE. Should any provision of this Agreement or application thereof to any person or circumstance be held invalid or unenforceable, the remainder of this Agreement, or the application of such provision, to any person or circumstance, other than those to which it is held invalid or. unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the full extent permitted by law. 33. WAIVERS. Any term or condition of this Agreement, compliance therewith, or breach thereof may be waived by the party that is entitled to the benefit thereof, but no waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of such waiving party. Any such waiver by any party of any condition, or of the breach of any provision, term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall not invalidate this Agreement, nor shall such waiver be deemed to be nor construed as a .furthering or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representation or warranty of this Agreement. Except as otherwise provided herein, the failure of a party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. A waiver by a party shall not invalidate this Agreement, nor shall such waiver be construed as a waiver of any other covenant, condition, representation, or warranty. A waiver by a party of the time for performing any act shall not constitute a waiver of time for performing any other act or the time for performing an identical act required to be performed at a later time. 34. NO MERGER. The statements, representations, and warranties set forth in this Agreement shall not survive the Closing, except where specifically provided to the contrary. 35. BROKERS. Seller hereby acknowledges, represents, and warrants to Buyer that no broker or finder has been employed by Seller. Buyer hereby acknowledges, represents, and warrants to Seller that no broker or finder has been employed by Buyer or, if Buyer has so employed any broker or finder in connection with this Agreement or the transaction contemplated hereunder, Buyer shall be responsible for and pay all commissions that are payable to any broker or finder in connection with this Agreement or the transaction contemplated herein, and Buyer hereby agrees to indemnify, defend, save, and hold Seller harmless from and against the payment of any commissions or fees or claims for commissions or fees due to Buyer becoming liable for or incurring such conimissions or fees; it being expressly agreed that the foregoing agreement of indemnification shall survive any Closing under this Agreement. Page 11 of 15 Buyer's Initials Seller's Initj�js