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7.6. Assignment. This Agreement may be assigned by either party upon the prior • written consent of the other, which consent shall not be unreasonably denied or delayed. Seller's consent shall not be given unless Seller has been provided proof satisfactory to it that the proposed Assignee is capable, financially and/or otherwise, of performing all of the obligations of Buyer as set forth in this Agreement. The parties agree to respond to an assignment request within five (5) business days from the date any such request is received. 7.7. Survivability. The terms, provisions, representations, warranties, covenants, and undertakings set forth in this Agreement shall survive the closing of the transaction contemplated hereby. 7.8. No Brokers. Buyer and Seller each specifically represents and warrants to the other that no real estate agent, broker or finder has been involved in this transaction or with respect of this Agreement. Buyer shall indemnify and hold Seller harmless from and against any claims, actions and/or causes of action against the Seller for any commissions, compensation and any liability whatsoever with respect to any such agent, broker or finder claiming through Buyer. 7.9. Partial Invalidity. If any provision of this Agreement, or the application of any provision of this Agreement with respect to any circumstance, is deemed invalid and/or unenforceable, the remaining provisions of the Agreement (and/or the validity and application of the provision in question under other circumstances) shall not be affected thereby and shall remain valid and enforceable. • 7.10. Governing Law. This Agreement shall be governed in all aspects by the laws of The Commonwealth of Virginia. 7.11. Deposit and Extension Payments Upon Termination. Unless otherwise provided herein, wherever in this Agreement it is provided that the Agreement shall be terminated and each party relieved of and from all further liability hereunder (exclusive of an Event of Default), the Deposit, earned interest and Extension Payments shall be immediately paid to Buyer. 7.12. Buyer's Legal Entity. Buyer expressly represents and warrants that it is a Virginia corporation duly and properly formed, organized, and/or registered in accordance with the applicable laws of the Commonwealth of Virginia; that, accordingly it has the legal capacity to enter into this Agreement; and that the individuals whose signatures appear herein below for Buyer, have been duly authorized by Buyer to execute this Agreement on its behalf. 7.13. Vent Station. The parties agree that the existing "Vent Station" or 'Blower House" located near the Property and owned and operated by the Rivanna Water and Sewer Authority (hereinafter "Rivanna") will be shut down and completely taken out of use prior to Closing. At closing an easement in favor of Rivanna will be granted by Buyer giving Rivanna the legal right to install a "Biofilter" if and when the Rivanna Board of Directors determines it is needed at an approximate location shown on the plat attached hereto as Exhibit J3. The parties have reason to hope that the latter installation will not be necessary. 10