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for the Project (as described in Section XV(J), or (ii) entities controllling, controlled by, or <br />under common control with the West 117 Developer. Assignments conducted pursuant to <br />the foregoing sentence shall be referred to herein as "Permitted Assignments". The <br />Developers shall provide written notice to the City of any Permitted Assignments no later <br />than ten (10) days prior to the execution of such assignment. All representations and <br />warranties of the Developer and the City herein shall survive the execution and delivery of <br />this Agreement. Notwithstanding the foregoing, the consent of the City shall be required <br />for any assignment to (i) a party (or an affiliate) who has been involved in litigation or a <br />material dispute opposite the City, (ii) a party (or an affiliate) that has had any contract <br />with the City cancelled as a result of a default by such proposed Assignee (or its affiliates), <br />or (iii) a party (or an affiliate) who owns commercial real estate or multi -family property <br />in the City and who has on multiple occasions been subject to any action, including fines <br />and material notices, as a result of building code, zoning or property management <br />violations. <br />CC. Exhibits. The Exhibits to this Agreement constitute an integral part of and are <br />hereby incorporated by reference into this Agreement. <br />DD. Counterparts. This Agreement may be signed in one or more counterparts or <br />duplicate signature pages with the same force and effect as if all required signatures were <br />contained in a single original instrument anyone or more such counterparts or duplicate <br />signature pages may be removed from any one or more original copies of this Agreement <br />and annexed to other counterparts or duplicate signature pages to form a completely <br />executed original instrument. Counterparts delivered by email, PDF or other electronic <br />means shall be deemed binding originals. <br />EE. Severability. The invalidity or unenforceability of anyone or more phrases, <br />sentences, clauses, or sections in this Agreement shall not affect the validity or <br />enforceability of the remaining portions of this Agreement, or any part thereof, and this <br />Agreement shall be deemed amended to the extent required to make the provisions hereof <br />lawful, valid and enforceable, giving maximum effect to -the intent of the Parties as <br />evidenced in this. Agreement. The Parties agree to enter into a written instrument to <br />evidence any such amendment. <br />FF. Governing Law. This Agreement shall be governed by and construed in accordance <br />with the laws of the State of Ohio. <br />GG. Captions. The captions of the Articles and Sections of this Agreement are inserted <br />for convenience only and shall not be deemed to constitute a part of this Agreement or in <br />any manner limit or define the terms of this Agreement. <br />HH. Force Majeure. Except as expressly provided herein or with respect to any <br />monetary obligation, if either Party is delayed or hindered in, or prevented from, the <br />performance of any covenant or obligation hereunder, as a result of any cause or <br />circumstance beyond the reasonable control of such Party, including, but not limited to, <br />24 <br />