this Agreement the singular number is
used, the same shall include the plural and vice versa and the masculine gender
shall include the feminine gender and vice versa as the context shall require.
(B)
AMENDMENTS AND WAIVERS.
NO CHANGE, ALTERATION, AMENDMENT, MODIFICATION OR
WAIVER OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT SHALL BE VALID,
UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY BUYER AND SELLER.
(C)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED BY FACSIMILE SIGNATURE AND IN
MULTIPLE COUNTERPARTS EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT TOGETHER
SHALL CONSTITUTE ONE AGREEMENT.
(D)
APPLICABLE LAW.
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED ACCORDING
TO THE LAWS OF THE STATE OF CALIFORNIA.
(E)
RIGHT TO WAIVE CONDITIONS OR CONTINGENCY.
EITHER PARTY MAY WAIVE ANY OF
THE TERMS AND CONDITIONS OF THIS AGREEMENT MADE FOR ITS BENEFIT PROVIDED SUCH
WAIVER IS IN WRITING AND SIGNED BY THE PARTY WAIVING SUCH TERM OR CONDITION.
(F)
PARTIAL INVALIDITY.
IF ANY TERM, COVENANT, CONDITION OR PROVISION OF THIS
AGREEMENT OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE SHALL BE
INVALID OR UNENFORCEABLE, AT ANY TIME OR TO ANY EXTENT, THE REMAINDER OF THIS
AGREEMENT, OR THE APPLICATION OF SUCH TERM OR PROVISION TO PERSONS OR
CIRCUMSTANCES OTHER THAN THOSE AS TO WHICH IT IS HELD INVALID OR UNENFORCEABLE,
SHALL NOT BE AFFECTED THEREBY, UNLESS SUCH INVALIDITY OR UNENFORCEABILITY
MATERIALLY FRUSTRATES THE INTENT OF THE PARTIES AS SET FORTH HEREIN.
EACH TERM,
COVENANT, CONDITION AND PROVISION OF THIS AGREEMENT SHALL BE VALID AND ENFORCED
TO THE FULLEST EXTENT PERMITTED BY LAW.
(G)
CONFIDENTIALITY.
BUYER AGREES TO TREAT ALL INFORMATION RECEIVED WITH
RESPECT TO THE PROPERTY, WHETHER SUCH INFORMATION IS OBTAINED FROM SELLER OR
FROM BUYER'S OWN DUE DILIGENCE INVESTIGATIONS, IN A CONFIDENTIAL MANNER.
BUYER
SHALL NOT DISCLOSE ANY SUCH INFORMATION TO ANY THIRD PARTIES, OTHER THAN SUCH
DISCLOSURE TO BUYER'S COUNSEL, PROSPECTIVE LENDERS, CONSULTANTS, ACCOUNTANTS AND
ADVISERS AS MAY BE REQUIRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY (SUCH DISCLOSURE TO BE MADE EXPRESSLY SUBJECT TO THIS CONFIDENTIALITY
REQUIREMENT).
SELLER AND BUYER AGREE TO KEEP THIS AGREEMENT CONFIDENTIAL AND
NOT MAKE ANY PUBLIC ANNOUNCEMENTS OR DISCLOSURES WITH RESPECT TO THE SUBJECT
MATTER OF THIS AGREEMENT PRIOR TO CLOSING WITHOUT THE WRITTEN CONSENT OF THE
OTHER PARTY; PROVIDED, HOWEVER, THAT THE FOREGOING PROVISIONS OF THIS PARAGRAPH
SHALL NOT OPERATE TO LIMIT THE ABILITY OF SELLER OR BUYER, AS THE CASE MAY BE,
TO COMPLY WITH THE PROVISIONS OF APPLICABLE LAW, OR ANY RULES AND REGULATIONS OF
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THAT REQUIRE DISCLOSURE.
26
(H)
AGREEMENT NOT TO BE RECORDED.
THIS AGREEMENT SHALL NOT BE FILED OF RECORD
BY OR ON BEHALF OF BUYER IN ANY OFFICE OR PLACE OF PUBLIC RECORD.
IF BUYER
FAILS TO COMPLY WITH THE TERMS HEREOF BY RECORDING OR ATTEMPTING TO RECORD THIS
AGREEMENT OR A NOTICE THEREOF, SUCH ACT SHALL NOT OPERATE TO BIND OR CLOUD THE
TITLE TO THE PREMISES.
SELLER SHALL, NEVERTHELESS, HAVE THE RIGHT FORTHWITH TO
INSTITUTE