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~ ~ courier, or transmitted by facsimile, as the case may be. ARTICLE XIII: MISCELLANEOUS PROVISIONS 13.1 Completeness and Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated herein, and it supersedes all prior discussions, understandings or agreements between the parties. Neither the parties nor their agents shall be bound by any terms, conditions, warranties, or representations, oral or written, not herein contained. This Agreement may not be amended except by written agreement between the parties hereto. 13.2 Binding Effect. The parties to this Agreement mutually agree that it shall be binding upon them and each of their successors and assigns. 13.3 Waiver. Failure by the City or Seller to insist upon or enforce any of its rights hereto shall not constitute a waiver thereof. 13.4 Governing Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Virginia. In the event of any need for interpretation or clarification, it shall be interpreted and construed consistently with established and traditional Virginia real estate transaction principles. 13.5 Article Headings. The Article and Section headings as herein used are for convenience of reference only and shall not be deemed to vary the content of this Agreement or the covenants, agreements, representations and herein set forth or limit the provisions or scope of any Article or Section. 13.5 Grammar. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require. The words "will" and "shall" shall be deemed to have the same meaning, which is that the act or duty described or referred to is mandatory. 13.6 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 13.7 Waiver of Jury Trial: Mediation. SELLER AND THE CITY EACH AGREES THAT ANY SUIT, ACTION OR PROCEEDING, OR CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURy. SELLER AND THE CITY EACH HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM. SELLER AND PURCHASER EACH ACKNOWLEDGES THAT SUCH WAIVER IS KNOWINGLY AND VOLUNTARILY MADE BY IT. This Section shall survive -24- Draft #4.1