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supplement, modification or amendment of this Agreement shall be binding unless executed in <br />writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed <br />or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver <br />constitute a continuing waiver. No waiver shall be binding unless executed in writing by the <br />party making the waiver. <br />17. Counterparts. This Agreement may be executed in counterparts, each of which <br />shall be deemed an original and which together shall constitute one and the same agreement. <br />18. Severability. Each provision of this Agreement is severable from any and all <br />other provisions of this Agreement. Should any provision(s) of this Agreement be for any reason <br />unenforceable, the balance shall nonetheless be of full force and effect. <br />19. Governing Law. This Agreement shall be governed by and construed in <br />accordance with the laws of the State of Texas. <br />20. Acceptance of Deed. The acceptance by City of the deed shall be deemed to be <br />full performance by TPL of, and shall discharge TPL from, all obligations hereunder and TPL <br />shall have no further liability hereunder, except as to the failure to disclose information to the <br />City under Section 2 or any misrepresentations made by TPL and relied upon by the City in <br />entering into this Agreement. <br />21. Risk of Loss. TPL will notify City promptly after discovery of any casualty <br />damage to the Property. TPL will have no obligation to repair or replace the Property if it is <br />damaged by casualty before Closing. City may terminate this Agreement if the casualty damage <br />that occurs before Closing would materially affect City's intended use of the Property, by giving <br />notice to TFL within fifteen days after receipt of TPL's notice of the casualty (or before Closing <br />if TPL's notice of the casualty is received less than fifteen days before Closing). If City does not <br />terminate this Agreement, TPL will convey the Property to City in its damaged condition, <br />22. Condemnation. In the event of the taking of all or any part of the Property by <br />eminent domain proceedings, or the commencement of such proceedings prior to Closing, City. <br />shall have the right, at its option, to terminate this Agreement by written notice to TPL. <br />23. Possession. Possession of the Property shall be delivered on the date of Closing <br />in the same condition as it is on the date hereof and/or as required pursuant to the terms of this <br />Agreement, ordinary wear and tear excepted, free and clear of the rights or claims of any other <br />parry except as otherwise permitted in Sections 4 and 6. <br />24. City's Representation. City represents that it has full power and authority to <br />enter into this Agreement and the person signing this Agreement for City has full power and <br />authority to sign for City and to bind it to this Agreement. <br />Agnnt of Sale City of San Marcos_Wildenthal Phase 2 <br />(3-46-17).doc <br />7 <br />