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With a copy to: <br />Cary. Zabell Co., L.P.A. <br />25201 Chagrin Blvd., Suite 130 <br />Beachwood, OH 44122 <br />Attn: Cary. Zabell, Esq. <br />Section 7.04 Survival of Representations and Warranties <br />All agreements, representations, and warranties made by Grantee and City in connection with the <br />Grant or the Grant Documents shall survive the deliveryof the Grant Documents and shall continue infull force <br />and effect so long as any portion of the Grant is outstanding. <br />Section 7.05 Successors and Assignments <br />This Agreement shall be binding upon and shall inure to the benefit of Grantee and the City. When <br />used herein, the terms "Grantee" and "City" shall include any successors and permitted assignees or any entity <br />designated by either party to carryout the obligations of the party regarding the Project. <br />Section 7.06 Counterparts <br />This Agreement may be executed in any number of counterparts, each of which shall be deemed an <br />original, but all of which together shall constitute one and the same instrument. <br />Section 7.07 Prohibition Against Assigns <br />Grantee shall remain primarily liable for all obligations, terms, conditions and covenants stated herein. <br />Grantee shall not assign, delegate, or transfer any or all of its rights or obligations under the Grant Documents <br />without obtaining the prior written approval of the City, which permission shall not be unreasonably withheld; <br />provided, however, that if the City approves such assignment or transfer, then Grantee and /or the permitted <br />assignees shall be bound by the terms and conditions of the Agreement. <br />Section 7.08 Compliance with Federal, State and Local Laws and Regulations <br />Grantee and its subsidiaries, if any, shall comply with all applicable federal laws and regulations <br />thereunder, executive orders and circulars, governing the receipt, expenditure, and use of the Funds. <br />Grantee agrees that in carrying out the Project, it, or its contractor, shall comply with all applicable <br />housing, building, and public health codes and any laws, ordinances, regulations, administrative rulings, and <br />policies of the City pertaining to the Project. <br />Section 7.09 Severability <br />In the event that any provisions of the Grant Documents or the application thereof is declared null and <br />void, invalid, or illegal, or is held for any reason to be unenforceable by a court of competent jurisdiction, the <br />remainder of each of the Grant Documents shall remain in full force and effect and shall not be in any way <br />Page 12 of 18 <br />