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13.11 Severability The invalidity or unenforceability of any particular provision, or part of any pro- vision, of this Agreement shall not affect the other provisions or parts hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions or parts were omitted. 13.12 Non - Waiver A failure by either party to take any action with respect to any default or violation by the other of any of the terms, covenants, or conditions of this Agreement shall not in any re- spect limit, prejudice, diminish, or constitute a waiver of any rights of such party to act with re- spect to any prior, contemporaneous, or subsequent violation or default or with respect to any continuation or repetition of the original violation or default. 13.13 Consent Wherever the consent or approval of a party is required under the terms of this Agreement, the party whose consent or approval is required shall not unreasonably withhold, condition or delay such consent or approval. 13.14 Certain Representations and Warranties (a) The County represents and warrants to SMG the following: (i) all required approvals have been obtained, and the County has full legal right, power and authority to enter into and perform its obligations hereunder, and (ii) this Agreement has been duly executed and delivered by the County and constitutes a valid and binding obligation of the County, enforcea- ble in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles. (b) SMG represents and warrants to the County the following: (i) all required approvals have been obtained, and SMG has full legal right, power and authority to enter into and perform its obligations hereunder, and (ii) this Agreement has been duly executed and deli- vered by SMG and constitutes a valid and binding obligation of SMG, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorgani- zation or similar laws affecting creditors' rights generally or by general equitable principles. 13.15 No Representation as to Operations Results The County recognizes that Operat- ing Revenues for the Facility are incapable of being estimated with reasonable certainty given that the entertainment industry as a whole fluctuates based upon general economic conditions, current trends in entertainment, available income of patrons, competitive facilities, and a variety of rapidly changing factors beyond the control of SMG. SMG has made no and disclaims any purported or actual representation or warranty as to the results which can be expected from the ownership and operation of the Facility including, without limitation, the Operating Revenues, or Operating Expenses or the accuracy of its projections and estimates thereof. The County recog- nizes and accepts that all budgets and projections represent SMG's estimate of the expected ex- penditures and revenues and that SMG is in no way responsible or liable if the actual expendi- pdfconvert. 9450.1. cabarms_agreement_2015. doc 35 F -1 Attachment number 1 Page 115