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and the obtaining of grants of access to and easements over <br />public property as may be necessary or appropriate to carry out <br />the terms, provisions and intent of this Agreement and which do <br />not impair the rights of the signing party as they exist under <br />this Agreement, and to aid and assist each other, including, <br />without limitation, assistance in negotiating with other <br />governmental bodies and entities, in carrying out said terms, <br />provisions and intent; provided that nothing herein shall be <br />construed to obligate the City, acting as a party hereto, to <br />grant municipal permits or other approvals it would not be <br />obligated to grant, acting as a political subdivision, absent <br />this Agreement. <br /> <br /> 7.9 Choice of Law. This Agreement shall be taken and <br />deemed to have been fully executed, made by the parties in, and <br />governed by the laws of State of Missouri for all purposes and <br />intents. <br /> <br /> 7.10 Entire Agreement; Amendment. The parties agree that <br />this Agreement constitutes the entire agreement between the <br />parties and that no other agreements or representations other <br />than those contained in this Agreement have been made by the <br />parties. This Agreement shall be amended only in writing and <br />effective when signed by the authorized agents of the parties. <br /> <br /> 7.11 Counterparts. This Agreement is executed in multiple <br />counterparts, each of which shall constitute one and the same <br />instrument. <br /> <br /> 7.12 Severability. In the event any term or provision of <br />this Agreement is held to be unenforceable by a court of <br />competent jurisdiction, the remainder shall continue in full <br />force and effect, to the extent the remainder can be given effect <br />without the invalid provision. <br /> <br /> 7.13 City Representatives Not Personally Liable. No <br />official, agent, employee, or representative of the City or the <br />TIF Commission shall be personally liable to Developer in the <br />event of any default or breach by any party under this Agreement, <br />or for any amount which may become due to any party or on any <br />obligations under the terms of this Agreement. <br /> <br /> 7.14 Indemnification. Developer covenants and agrees to <br />indemnify and hold the City and the TIF Commission and the their <br />officials, agents, employees, and representatives harmless from <br />all claims contesting the validity or legality of the TIF <br />District, the Redevelopment Plan, the Redevelopment Project, the <br />TIF Notes, relating to the Redevelopment Project, or the <br />ordinance approving this Agreement, other than claims arising <br />from the willful misconduct or gross negligence of the City or <br /> <br />- 15- <br /> <br />STL-535046 <br /> <br /> <br />