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184949v1 9 <br /> <br />If the City’s Contingencies have not been satisfied on or before the Closing Date, then the <br />City may, at the City’s option, terminate this Agreement by giving notice to the Barkleys <br />on or before the Closing Date. The contingencies set forth in this section are for the sole <br />and exclusive benefit of the City, and the City shall have the right to waive the <br />contingencies by giving notice to the Barkleys. <br /> <br />(b) The Barkleys’ Contingencies. The obligations of the Barkleys under this <br />Agreement are expressly contingent upon each of the following (the “Barkleys’ <br />Contingencies”): <br /> <br />(i) The Barkleys shall have determined on or before the Closing Date, that <br />they are satisfied, in their sole discretion, with the results of any <br />environmental/soil investigations and tests of the City Land conducted by the <br />Barkleys , the costs of which shall be the responsibility of the Barkleys. By <br />executing this Agreement, the City hereby authorizes the Barkleys, their <br />contractors, and agents to enter upon the City Land for purposes of conducting <br />environmental, engineering and soil tests. <br /> <br />(ii) The Barkleys shall have determined on or before the Closing Date, that <br />they are satisfied, in their sole discretion, with the title to the City Land. <br /> <br />(iii) All of the covenants, representations, and warranties made by the City <br />shall be true and correct as of the Closing Date. <br /> <br />If Barkleys’ Contingencies have not been satisfied on or before the Closing Date, then the <br />Barkleys may, at the Barkleys’ option, terminate this Agreement by giving notice to the City <br />on or before the Closing Date. The contingencies set forth in this section are for the sole and <br />exclusive benefit of the Barkleys, and the Barkleys shall have the right to waive the <br />contingencies by giving notice to the City. <br /> <br /> 13. MISCELLANEOUS. <br /> <br />(a) No Partnership or Joint Venture. Nothing in this Agreement shall be <br />interpreted as creating a partnership or joint venture among the parties. <br /> <br />(b) No Broker Commissions. Each party represents and warrants to the other parties <br />that there is no broker involved in this transaction with whom the warranting party has <br />negotiated or to whom the warranting party has agreed to pay a broker commission. Each <br />party agrees to indemnify the other parties for any and all claims for brokerage <br />commissions or finders’ fees in connection with negotiations for the purchase and sale of <br />the Properties arising out of any alleged agreement or commitment or negotiation by the <br />indemnifying party. <br /> <br />(c) No Merger. The provisions of this Agreement shall not be merged into any <br />instruments or conveyance delivered at Closing, and the parties shall be bound accordingly.