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for specific performance or damages. <br /> 19. Time shall be considered to be of the essence of this Agreement. <br /> 20. This Agreement contains the entire understanding of the parties <br /> hereto in respect of the transactions contemplated hereby and supersedes all prior agreements <br /> and understandings between the parties with respect to such subject matter. <br /> 21. The warranties and agreements contained herein shall extend to and be obligated <br /> upon the parties respective agents,representatives,officers,transferees,heirs,executors, <br /> administrators, successors,and assigns of the parties hereto. Owner must notify all purchasers, <br /> assigns,agents,representatives,and transferees and all prospective purchasers,assigns,agents, <br /> representatives and transferees of the Property of the obligations and responsibilities set forth in <br /> this Agreement and must require each to assume the obligations and responsibilities set forth in <br /> this Agreement by way of a written agreement prior to legal or equitable title to any portion of <br /> the Property being transferred. Owner must furnish a copy of the executed Agreement to City <br /> prior to any legal or equitable transfer of title of Property.If the City has provided any <br /> reimbursement or monies to Owner for Project and Owner has failed to fulfill its obligations <br /> under this Section of the Agreement,Owner shall reimburse and pay to City all monies received <br /> under the terms of this Agreement within thirty(30)days following demand by the City for <br /> payment. <br /> 22. A Memorandum in the form attached as Exhibit 3 shall be executed by the parties <br /> and will be recorded with the County Recorder of Deeds of the county location of Property at the <br /> City's expense evidencing the terms of this Agreement. <br /> 23. This Agreement may be executed in counterparts,and any party hereto may sign any <br /> counterpart. This Agreement shall be effective when each party hereto has signed a counterpart, <br /> and a set of counterparts bearing the signature of each party hereto shall constitute the <br /> Agreement as fully as if all of the parties shall have signed a single document. <br /> 24. If any provisions or subpart of this Agreement is held to be invalid by any tribunal of <br /> competent jurisdiction,such part shall be deemed automatically adjusted, if possible. If not,the <br />