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with the sale or conveyance of any portion of the Property, provided the Developer shall first <br />provide written notice of any such assignment to the City. The Owners and any Future Owners <br />may also assign their rights and obligations under this Agreement only in connection with the <br />sale or conveyance of such Owner's or Future Owners' interest in any portion of the Property <br />without any requirement for City consent, provided written notice of such assignment is first <br />provided to the City. <br />ARTICLE XV <br />MISCELLANEOUS <br />Section 15.01. Entire Agreement. This Agreement, including the Recitals and the <br />exhibits hereto, contains the entire agreement between the Parties with respect to the transactions <br />contemplated herein. <br />Section 15.02. Amendments. This Agreement may only be amended, altered, or <br />terminated by written instrument signed by all Parties and, except as expressly provided herein, <br />approved by the San Marcos City Council. <br />Section 15.03. Waiver. No term or condition of this Agreement shall be deemed to have <br />been waived, nor shall there be any estoppel to enforce any provision of this Agreement, except <br />by written instrument of the Party charged with such waiver or estoppel. <br />Section 15.04. Notices. Any notice, statement and/or communication required and/or <br />permitted to be delivered hereunder shall be in writing and shall be mailed by first-class mail, <br />postage prepaid, or delivered by hand, messenger, or reputable overnight carrier, or by email, and <br />shall be deemed delivered when received at the respective address of the recipient Party set forth <br />below, or at such other address furnished in writing to the other Party hereto: <br />26 <br />065611.00495 309237 v15 <br />