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default or breach by Developer or its Affiliates or for any amount which may become due to the City or on any obligation under the terms of this Agreement. Developer's and its Affiliates' liability under this Agreement shall be limited to the interest of Developer and its Affiliates in the Development Site and the interests of direct and indirect transferees thereof, rights arising under this Agreement and design and other work product associated with the Project. Section 13.12 Recording. Prior to Closing, the Agreement shall be recorded in the land records of Cuyahoga County, Ohio. Section 13.13 Agreement Runs with the Land. All of the provisions, rights, terms covenants, and obligations contained in this Agreement shall run with the land and be binding upon the parties and their respective heirs, successors and assignees. Section 13.14 Provisions Not Merged With Deed. None of the provisions of the Agreement are intended to or shall be merged by reason of any deed transferring title from the City to the Developer or any successor in interest, and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 13.15 City Approvals. Any provision of the Agreement requiring the approval of the City, satisfaction or evidence of satisfaction of the City, or certification or opinion of the City, shall be interpreted as requiring action by the Mayor-of the City or his/her designee granting, authorizing or expressing such approval, satisfaction certificate, certification or opinion, as the case may be,unless such provision expressly provides otherwise, or unless authorization for such approval is required by the City Council of the City under applicable law. Section 13.16 No Partnership. This Agreement does not and may not be construed to create a partnership or joint venture between the City and the Developer. Section 13.17 Interpretation. All Section headings and other titles and captions herein are for convenience only, do not form a substantive part of this Agreement and shall not restrict or enlarge any substantive provisions hereof or thereof. The terra"including,"when used in this Agreement, means "including, without limitation," and shall be construed as a term of illustration, and not a term of limitation. Whenever reference is made to a number of"days" in the computation of time hereunder, such reference shall mean"calendar days"unless otherwise indicated. Wherever any period of time is specified herein for the taking of any action or the giving of any notice, the period shall be computed by excluding the day upon which the period is specified to commence and including the last day of the period specified. Whenever the time for performance of an obligation occurs or expires on a day other than a Business Day, the time for performance thereof shall be extended to the next Business Day. For the purposes hereof,the term "Business Day"means all days, excluding(a) Saturday and Sunday, and (b) any day that is a national holiday in the United States or a state holiday in the State of Ohio. Section 13.18 Incorporation of Exhibits. All Exhibits attached hereto are incorporated into this Agreement and are made a part hereof by this reference. 29 4822-5376-7522.22