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10. No Third -Party Beneficiaries. Nothing in this Agreement, express or implied, is <br />intended or shall be construed to confer upon any person, firm, or corporation other than the Parties <br />hereto and their respective successors or assigns, any remedy or claim under or by reason of this <br />Agreement or any term, covenant, or condition hereof, as third -party beneficiaries or otherwise, <br />and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of <br />the Parties. <br />11. Entire Agreement; Amendment. This Agreement constitutes the entire agreement <br />of the Parties with respect to its subject matter. No representation, promise, or inducement not <br />included in this Agreement will be binding upon the Parties. This Agreement cannot be modified <br />except by mutual agreement of the Parties set forth in a written instrument signed by the Parties' <br />authorized representatives. <br />12. Binding Effect; Counterparts; Signatures. ture,s. All the terms and conditions of this <br />Agreement will be effective and binding upon the Parties and their successors and assigns at the <br />time the Agreement is fully signed and delivered by both Parties. This Agreement may be <br />separately executed in counterparts by College and the City, and the same, when taken together, <br />will be regarded as one original agreement. Electronically transmitted signatures will be regarded <br />as original signatures. <br />13. Authority. The undersigned persons executing and delivering this Agreement on <br />behalf of the respective Parties represent and certify that they are the duly authorized <br />representatives of each and have been fully empowered to execute and deliver this Agreement and <br />that all necessary corporate action has been taken and done. <br />[Signature page follows.] <br />