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" the termination of this Agreement and Closing. Any dispute arising under this contract shall be submitted to mediation by a mediator affiliated with the McCammon Mediation Group who shall be reasonably acceptable to both parties. No legal action of any type may be instituted by either party without first proceeding through mediation, unless the legal action is based on an emergency requiring prompt equitable relief. 13.8 Merger. All prior statements, understandings, letters of intent, representations and agreements between the parties, oral or written, are superseded by and merged in this Agreement, which alone fully and completely expresses the agreement between Seller and the City in connection with this transaction and which is entered into after full investigation, neither party relying upon any statement, understanding, representation or agreement made by the other not embodied in this Agreement. Except as otherwise expressly provided herein, all of Seller's representations, warranties, covenants and agreements herein shall merge in the documents and agreements executed at the Closing and shall not survive the Closing. 13.9 Assignment. This Agreement may not be assigned by either party without the prior written consent ofthe other party. 13.10 Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which shall constitute one and the same Agreement. This Agreement and any counterpart hereof may be delivered by facsimile transmission. 13.11 Broker. The City and Seller represent and warrant to each other that it has not employed any broker, finder or similar agent in connection with the transactions contemplated by this Agreement, or taken action that would give rise to a valid claim against any party for a brokerage commission, finder's fee or similar compensation. Each party hereto agrees to indemnify, defend and hold the other harmless from and against any and all claims, causes of action, losses, costs, expenses, damages or liabilities, including reasonable attorneys' fees and disbursements, which the other may sustain, incur or be exposed to, by reason of any claim or claims by any broker, finder or other person for fees, commissions or other compensation arising out ofthe transactions contemplated in this Agreement if such claim or claims are based in whole or in part on dealings, discussions or agreements with the indemnifying party. The obligations and representations contained in this Section shall survive the termination of this Agreement and Closing. 13.12 No Third Party Beneficiaries. Notwithstanding anything to the contrary herein, this Agreement shall not create any rights benefiting third parties, and there are and shall be no third party beneficiaries with respect hereto. 13.13 Time of Essence. Time shall be deemed of the essence with respect to consummating the transactions contemplated under this Agreement on the Closing Date and with respect to all other obligations of the City and Seller hereunder. -25- Draft #4.1