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• 10.2 The terms, provisions, representations, warranties, covenants, and undertakings set forth in this Agreement shall survive the closing of the transaction contemplated hereby. This Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, and nominees. 10.3 Each party represents to the other that no real estate agent, broker, or finder has been involved in this transaction and each party agrees to indemnify the other for any liability from any claims, action, or causes of action against such other party for any such claim. 10.4 If any provision of this Agreement, or the application of this Agreement in any circumstance, is deemed to be unenforceable, the remainder of this Agreement shall not be affected thereby and shall remain enforceable. 10.5 This Agreement shall be governed by the laws of the Commonwealth of Virginia. 10.6 This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, with respect to such transaction. Unless otherwise provided in this Agreement, no change to this Agreement shall be effective unless in writing signed by the party against whom any waiver, amendment, or discharge may be sought. • 10.7 Wherever in this Agreement it is provided that this Agreement shall be terminated and each party shall be relieved of and from all further liabilities under this Agreement (exclusive of an event of default), the deposit shall be paid to Buyer. Section 11. Agreement Contingent Upon City Council Approval. This Agreement is contingent upon occurrence of one of the following events: (a) approval of the Agreement by City Council within forty-five (45) days of the date the Authority approves the Agreement; or (b) waiver of the City Council's opportunity to review the Agreement by delivery of notice of such waiver to Buyer and Authority at any time within such forty-five (45) day period. In the absence of such approval or waiver, the Agreement shall be deemed void and of no effect and the deposit shall be returned to Buyer. Such review and waiver period may be made shorter or longer by written consent of Buyer and the City Manager of the City of Charlottesville after the City Manager has obtained permission for such change from a majority of City Council. Section 12. Other Provisions. 12.1 Buyer's obligations under this Agreement are contingent upon receiving final site plan approval from the City of Charlottesville for construction of mixed residential, office and/or commercial space as proposed by Buyer. Such contingency must include permission to build sufficient on-site parking to meet any applicable city ordinance requirements. Buyer agrees • to use his best efforts to diligently pursue such final site plan approval. 12.2 Authority and City Council shall have the right to review Buyer's construction budget and to require reasonable changes therein. Authority's obligation to close Page 6