08-24-16 LPRDA/TIRZ - Laserfiche WebLink

Browse Search

9.5 Amendments and Waivers. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is signed by the Zone, the Authority and the Developer. No course of dealing on the part of the Developer, nor any failure or delay by the Developer with respect to exercising any right, power or privilege of the Developer under this Agreement shall operate as a waiver thereof, except as otherwise provided in this Section. 9.6 Successors and Assigns. All covenants and agreements contained by or on behalf of the Authority and the Zone in this Agreement shall bind their successors and assigns and shall inure to the benefit of the Developer and its successors and assigns. The Authority and the Zone may assign their rights and obligations under this Agreement or any interest herein. The Developer may sell or otherwise transfer the Project but only with the prior written consent of the Authority and the Zone. Provided, however, any such purchaser or assignee must specifically assume all of the obligations of the Developer hereunder; notwithstanding, if the Developer is in compliance with this Agreement prior to the assignment, the Developer may retain the right to be reimbursed for actual costs of Project Costs, which are then accrued and vested in the Developer. If such assignment of the obligations by the Developer hereunder is effective, the Developer shall be deemed released from such obligations. If any assignment of the obligations by the Developer hereunder is deemed ineffective or invalid, the Developer shall remain liable hereunder. Nothing in this section shall be construed so as to prevent the Developer from selling any portion of the Project for which a final plat has been approved and recorded in the records of the county clerk. 9.7 Exhibits: Titles of Articles. Sections and Subsections. The exhibits attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for the purposes stated herein, except that in the event of any conflict between any of the provisions of such exhibits and the provisions of this Agreement, the provisions of this Agreement shall prevail. All titles or headings are only for the convenience of the parties and shall not be construed to have any effect or meaning as to the agreement between the parties hereto. Any reference herein to a Section or Subsection shall be considered a reference to such Section or Subsection of this Agreement unless otherwise stated. Any reference herein to an exhibit shall be considered a reference to the applicable exhibit attached hereto unless otherwise stated. 9.8 Construction. This Agreement is a contract made under and shall be construed in accordance with and governed by the Iaws of the United States of America and the State of Texas. 9.9 Venue. All parties hereby irrevocably agree that any legal proceeding arising out of or in connection with this Agreement shall only be brought in the District Courts of Harris County, Texas or in the United States District Court for the Southern District of Texas, in Houston, Texas. 9.10 Severability. All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. 9.11 No Third Paqy Beneficiaries. This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the Parties hereto only. S-18 HOU:3705553.2