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ARTICLE V MISCELLANEOUS Section 5.1. Entire Agreement. This Agreement and the attached Exhibits constitutes the entire agreement between the parties regarding this transaction and there are no representations, warranties, agreements or commitments between the parties hereto except as set forth herein. Unless otherwise authorized herein, no amendments or additions to this Agreement shall be binding on the parties hereto unless in writing and signed by the parties. Section 5.2. Non - Waiver. No delay or failure by either party hereto to exercise any right under this Agreement, nor any partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. Section 5.3. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. Section 5.4. Governing Law, This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. Section 5.5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Section 5.6. Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that neither party may assign any of its rights nor delegate any of its duties hereunder without the other party's prior written consent, Section 5.7. Validity. The invalidity of any provision or provisions of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect, nor shall the invalidity of a portion of any provision of this Agreement affect the balance of such provision. Section 5.8. Non - Waiver of Immunity. Nothing in this Agreement is intended as any waiver by the Authority or the City of any immunity from suit to which it is entitled under Texas law. Section 5.9. Survival. Termination of this Agreement for breach shall not constitute a waiver of any rights or remedies available at law or in equity to a party to redress such breach. All remedies, either under this Agreement or at law or In equity or otherwise available to a party, are cumulative and not alternative and may be exercised or pursued separately or collectively in any order, sequence or combination. In addition, to these provisions, applicable provisions of this Agreement shall survive any termination of this Agreement. 4 1134316v 1 11212;01015