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If any assignment of the obligations by the Developer hereunder is deemed ineffective or invalid, <br />the Developer shall remain liable hereunder. Nothing in this section shall be construed so as to <br />prevent the Developer from selling any portion of the Project for which a final plat has been <br />approved and recorded in the records of the county clerk. <br />9.7 Exhibits.• Titles of Articles. Sections and Subsections. The exhibits attached to <br />this Agreement are incorporated herein and shall be considered a part of this Agreement for the <br />purposes stated herein, except that in the event of any conflict between any of the provisions of <br />such exhibits and the provisions of this Agreement, the provisions of this Agreement shall <br />prevail. All titles or headings are only for the convenience of the parties and shall not be <br />construed to have any effect or meaning as to the agreement between the parties hereto. Any <br />reference herein to a Section or Subsection shall be considered a reference to such Section or <br />Subsection of this Agreement unless otherwise stated. Any reference herein to an exhibit shall <br />be considered a reference to the applicable exhibit attached hereto unless otherwise stated. <br />9.8 Construction. This Agreement is a contract made under and shall be construed in <br />accordance with and governed by the laws of the United States of America and the State of <br />Texas. <br />9.9 Venue. All parties hereby irrevocably agree that any legal proceeding arising out <br />of or in connection with this Agreement shall only be brought in the District Courts of Harris <br />County, Texas or in the United States District Court for the Southern District of Texas, in <br />Houston, Texas. <br />MO Severability. All parties agree that should any provision of this Agreement be <br />determined to be invalid or unenforceable, such determination shall not affect any other term of <br />this Agreement, which shall continue in full force and effect. <br />9.11 No Third Pagy Beneficiaries. This Agreement shall not bestow any rights upon <br />any third party, but rather, shall bind and benefit the Parties hereto only. <br />9.12 Authority to Enter Contract. Each party has the full power and authority to enter <br />into and perform this Agreement, and the person signing this Agreement on behalf of each party <br />has been properly authorized and empowered to enter into this Agreement. The persons <br />executing this Agreement hereby represent that they have authorization to sign on behalf of their <br />respective corporations, or limited partnerships. <br />9.13 No Partnership. Nothing herein contained shall be construed or held to make the <br />Parties hereto partners in the conduct of any business. <br />9.14 Entire Agreement. This written agreement represents the final agreement <br />between the parties, unless later amended in writing and signed by the parties and may not be <br />contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the <br />parties. There are no unwritten oral agreements between the parties. <br />9.15 Ambi uities. In the event of any ambiguity in any of the terms of this Agreement, <br />it shall not be construed for or against any party hereto on the basis that such party did or did not <br />author the same. <br />19 <br />