OF THIS AGREEMENT, OR THE APPLICATION THEREOF TO ANY PERSON OR
CIRCUMSTANCE, SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL IN NO WAY BE
AFFECTED, IMPAIRED OR INVALIDATED THEREBY.
7.7.
WAIVER OF COVENANTS, CONDITIONS OR REMEDIES. THE WAIVER BY ONE
PARTY OF THE PERFORMANCE OF ANY COVENANT, CONDITION OR PROMISE, OR OF THE TIME
FOR PERFORMING ANY ACT, UNDER THIS AGREEMENT SHALL NOT INVALIDATE THIS AGREEMENT
NOR SHALL IT BE CONSIDERED A WAIVER BY SUCH PARTY OF ANY OTHER COVENANT,
CONDITION OR PROMISE, OR OF THE TIME FOR PERFORMING ANY OTHER ACT REQUIRED,
UNDER THIS AGREEMENT. THE EXERCISE OF ANY REMEDY PROVIDED IN THIS AGREEMENT
SHALL NOT BE A WAIVER OF ANY OTHER REMEDY PROVIDED BY LAW, AND THE PROVISIONS OF
THIS AGREEMENT FOR ANY REMEDY SHALL NOT EXCLUDE ANY OTHER REMEDIES UNLESS THEY
ARE EXPRESSLY EXCLUDED.
19
7.8.
LEGAL ADVICE. EACH PARTY HAS RECEIVED INDEPENDENT LEGAL ADVICE
FROM ITS ATTORNEYS WITH RESPECT TO THE ADVISABILITY OF EXECUTING THIS AGREEMENT
AND THE MEANING OF THE PROVISIONS HEREOF. THE PROVISIONS OF THIS AGREEMENT SHALL
BE CONSTRUED AS TO THE FAIR MEANING AND NOT FOR OR AGAINST ANY PARTY BASED UPON
ANY ATTRIBUTION OF SUCH PARTY AS THE SOLE SOURCE OF THE LANGUAGE IN QUESTION.
7.9.
Time of the Essence. Time shall be of the essence as to all dates
and times of performance, whether they are contained herein or contained in any
escrow instructions to be executed pursuant to this Agreement, and all escrow
instructions shall contain a provision to this effect. Notwithstanding the
foregoing, in the event the date for the performance of an action or the giving
of a notice falls on a Saturday, Sunday or holiday (which shall be defined as
any day that banks in the State of California are closed), then the date for the
performance of such action or giving of such notice shall be automatically
extended to the next succeeding business day.
7.10.
RELATIONSHIP OF PARTIES. THE PARTIES AGREE THAT THEIR RELATIONSHIP
IS THAT OF SELLER AND BUYER, AND THAT NOTHING CONTAINED HEREIN SHALL CONSTITUTE
EITHER PARTY THE AGENT OR LEGAL REPRESENTATIVE OF THE OTHER FOR ANY PURPOSE
WHATSOEVER, NOR SHALL THIS AGREEMENT BE DEEMED TO CREATE ANY FORM OF BUSINESS
ORGANIZATION BETWEEN THE PARTIES HERETO, NOR IS EITHER PARTY GRANTED THE RIGHT
OR AUTHORITY TO ASSUME OR CREATE ANY OBLIGATION OR RESPONSIBILITY ON BEHALF OF
THE OTHER PARTY, NOR SHALL EITHER PARTY BE IN ANY WAY LIABLE FOR ANY DEBT OF THE
OTHER.
7.11.
ATTORNEYS' FEES. IF ANY PARTY HERETO INSTITUTES AN ACTION OR
PROCEEDING FOR A DECLARATION OF THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT,
FOR INJUNCTIVE RELIEF, FOR AN ALLEGED BREACH OR DEFAULT OF, OR ANY OTHER ACTION
ARISING OUT OF, THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR IF
ANY PARTY IS IN DEFAULT OF ITS OBLIGATIONS PURSUANT THERETO, WHETHER OR NOT SUIT
IS FILED OR PROSECUTED TO FINAL JUDGMENT, THE NON-DEFAULTING PARTY OR PREVAILING
PARTY SHALL BE ENTITLED TO ITS ACTUAL ATTORNEYS' FEES AND TO ANY