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13. Assignment and Transfer Prohibited. This Agreement shall be binding upon and inure to the <br /> benefit of the City and the Applicant and their successors and assigns, except (a) that no party may <br /> assign or transfer its rights or obligations under this Agreement without the prior written consent of <br /> the other party hereto, in which consent shall not be unreasonably withheld, and (b) Applicant may <br /> assign and transfer its rights under this Agreement to the Permitted Assign without prior written <br /> consent. "Permitted Assign" means the affiliated single purpose entity created for purposes of <br /> designing, constructing, owning, operating, and maintaining the project which is the subject of this <br /> Agreement. <br /> 14. Valid and Binding Agreement. This Agreement may be executed in any number of <br /> counterparts, each of which shall be deemed to be an original as against any party whose signature <br /> appears thereon, and all of which shall together constitute one and the same instrument. By <br /> executing this Agreement, each person so executing affirms that he has been duly authorized to <br /> execute this Agreement on behalf of such party and that this Agreement constitutes a valid and <br /> binding obligation of the party. <br /> 15. Severability. The provisions of this Agreement and of each section or other subdivision <br /> herein are independent of and separable from each other, and no provision shall be affected or <br /> rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them <br /> may be invalid or unenforceable in whole or in part unless this Agreement is rendered totally <br /> unenforceable thereby. <br /> 16. No Personal Liability. No official, director, officer, employee, or agent of the City shall be <br /> charged personally by the Applicant, its employees, or its agents with any liabilities or expenses of <br /> defense or be held personally liable to the Applicant under any term or provision of this Agreement <br /> or because of the execution by such party of this Agreement or because of any default by such party <br /> hereunder. <br /> [Remainder of page intentionally blank.] <br /> 4 <br />