PROPERTY IN SELLER'S POSSESSION.
15.2
DELIVERY OF DOCUMENTS AT CLOSING.
AT THE TIME OF CLOSING, SELLER
SHALL DELIVER TO BUYER ORIGINALS OR COPIES OF ANY ADDITIONAL DOCUMENTS,
INSTRUMENTS OR RECORDS IN THE POSSESSION OF SELLER OR ITS AGENTS WHICH ARE
NECESSARY FOR THE OWNERSHIP AND OPERATION OF THE PROPERTY.
ARTICLE XVI
GENERAL PROVISIONS
16.1
CAPTIONS.
CAPTIONS IN THIS AGREEMENT ARE INSERTED FOR CONVENIENCE
OF REFERENCE ONLY AND DO NOT DEFINE, DESCRIBE OR LIMIT THE SCOPE OR THE INTENT
OF THIS AGREEMENT OR ANY OF THE TERMS HEREOF.
16.2
EXHIBITS.
ALL EXHIBITS REFERRED TO HEREIN AND ATTACHED HERETO ARE
A PART HEREOF.
16.3
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT
BETWEEN THE PARTIES RELATING TO THE TRANSACTION CONTEMPLATED HEREBY AND ALL
PRIOR OR
26
CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS AND STATEMENTS, ORAL
OR WRITTEN, ARE MERGED HEREIN.
16.4
MODIFICATION.
NO MODIFICATION, WAIVER, AMENDMENT, DISCHARGE OR
CHANGE OF THIS AGREEMENT SHALL BE VALID UNLESS THE SAME IS IN WRITING AND SIGNED
BY THE PARTY AGAINST WHICH THE ENFORCEMENT OF SUCH MODIFICATION, WAIVER,
AMENDMENT, DISCHARGE OR CHANGE IS OR MAY BE SOUGHT.
16.5
ATTORNEYS' FEES.
SHOULD ANY PARTY HERETO EMPLOY AN ATTORNEY FOR
THE PURPOSE OF ENFORCING OR CONSTRUING THIS AGREEMENT, OR ANY JUDGMENT BASED ON
THIS AGREEMENT, IN ANY LEGAL PROCEEDING WHATSOEVER, INCLUDING INSOLVENCY,
BANKRUPTCY, ARBITRATION, DECLARATORY RELIEF OR OTHER LITIGATION, THE PREVAILING
PARTY SHALL BE ENTITLED TO RECEIVE FROM THE OTHER PARTY OR PARTIES THERETO
REIMBURSEMENT FOR ALL REASONABLE ATTORNEYS' FEES AND ALL COSTS, INCLUDING BUT
NOT LIMITED TO SERVICE OF PROCESS, FILING FEES, COURT AND COURT REPORTER COSTS,
INVESTIGATIVE COSTS, EXPERT WITNESS FEES AND THE COST OF ANY BONDS, WHETHER
TAXABLE OR NOT, AND SUCH REIMBURSEMENT SHALL BE INCLUDED IN ANY JUDGMENT, DECREE
OR FINAL ORDER ISSUED IN THAT PROCEEDING.
THE "PREVAILING PARTY" MEANS THE
PARTY IN WHOSE FAVOR A JUDGMENT, DECREE, OR FINAL ORDER IS RENDERED.
16.6
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.
16.7
TIME OF ESSENCE.
TIME IS OF THE ESSENCE TO THIS AGREEMENT AND TO
ALL DATES AND TIME PERIODS SET FORTH HEREIN.
16.8
SURVIVAL OF WARRANTIES.
THE WARRANTIES AND REPRESENTATIONS
CONTAINED IN SECTIONS 11.1 AND 11.2 AND THE PROVISIONS OF SECTION 11.3 SHALL
SURVIVE THE CLOSING, THE DELIVERY OF THE DEED AND THE PAYMENT OF THE PURCHASE
PRICE, PROVIDED THAT (I) SUCH REPRESENTATIONS AND WARRANTIES (BUT NOT SUCH
PROVISIONS) SHALL CEASE AND TERMINATE NINE (9) MONTHS AFTER THE DATE OF CLOSING,
EXCEPT TO THE EXTENT THAT BUYER OR SELLER, AS THE CASE MAY BE, SHALL HAVE
COMMENCED, ON OR BEFORE THE EXPIRATION OF SUCH NINE (9) MONTH PERIOD, A LEGAL
PROCEEDING BASED ON THE BREACH THEREOF AS OF THE DATE OF CLOSING, AND (II) THE
MAXIMUM TOTAL LIABILITY FOR WHICH SELLER SHALL BE RESPONSIBLE WITH RESPECT TO
ALL REPRESENTATIONS AND WARRANTIES SHALL NOT EXCEED $2,000,000 IN THE AGGREGATE,
AND NO CLAIM FOR BREACH OF REPRESENTATION OR WARRANTY MAY BE MADE UNLESS THE
CLAIMS, INDIVIDUALLY OR IN THE AGGREGATE,