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indemnifies and holds the other harmless against any breach of the foregoing <br />representation and warranty. <br />c. Successors and Assigns. This Escrow Agreement may not be assigned by the <br />Developer without the prior written consent of the City. This Escrow Agreement <br />shall be binding upon, and inure to the benefit of the parties hereto and their <br />respective successors and permitted assigns. No other person has any rights, <br />interest, or claims hereunder or is entitled to any benefits under or on account of <br />this Escrow Agreement as a third -party beneficiary or otherwise. <br />d. Modifications/Amendment. Any alterations, variations, modifications, <br />amendments or waivers of the provisions of this Escrow Agreement shall only be <br />valid when they have been reduced to writing, and signed by authorized <br />representative of the parties. <br />e. Governing Law. This Escrow Agreement shall be deemed to have been made and <br />accepted in Lamar County, Texas, and the laws of the State of Texas shall govern <br />any interpretations or constructions of this Escrow Agreement without regard to its <br />choice of law or conflict of laws principles. Any litigation regarding this agreement <br />will be adjudicated in a court of competent jurisdiction in Lamar County, Texas. <br />f. No Waiver. Nothing in this Escrow Agreement shall be construed to waive any <br />immunities or limitations to which the City is entitled. No waiver by any party to <br />this Escrow Agreement of any condition or of any breach of any provision of this <br />Escrow Agreement will be effective unless in writing. No waiver by any party of <br />any such condition or breach, in any one instance, will be deemed to be a further or <br />continuing waiver of any such condition or breach or a waiver of any other <br />condition or breach of any other provision contained in this Escrow Agreement. <br />g. Entire Agreement. These terms and conditions herein constitute the entire <br />agreement between the parties regarding the subject matter hereof. All discussions <br />and negotiations are deemed merged in this Escrow Agreement. <br />h. Headings and Captions. Headings and captions contained in this Escrow <br />Agreement are for convenience only and are not intended to alter any of the <br />provisions of this agreement and shall not be used for the interpretation of the <br />validity of the agreement or any provision hereof. <br />i. Cooperation. The parties hereto agree to cooperate with one another in the <br />performance of their respective obligations and responsibilities set forth in this <br />Escrow Agreement. The parties further agree to execute and deliver such other and <br />additional documents and instruments as may be reasonably necessary to <br />accomplish the purposes of this Escrow Agreement. <br />j. No joint venture or partnership. The parties hereto agree that they will be <br />independent contractors in performing their respective obligations under this <br />