DAYS
BEFORE THE CLOSING DATE.
18.2
NO MODIFICATIONS.
NO ADDITION TO OR MODIFICATION OF ANY TERM OR
PROVISION OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS SET FORTH IN WRITING AND
SIGNED BY BOTH SELLER AND BUYER.
18.3
CONSTRUCTION OF AGREEMENT.
EACH PARTY AND ATTORNEYS FOR EACH PARTY
HAVE PARTICIPATED IN THE DRAFTING AND PREPARATION OF THIS AGREEMENT.
THEREFORE,
THE PROVISIONS OF THIS AGREEMENT SHALL NOT BE CONSTRUED IN FAVOR OF OR AGAINST
EITHER PARTY, BUT SHALL BE CONSTRUED AS IF BOTH PARTIES PARTICIPATE EQUALLY IN
DRAFTING AND PREPARATION OF THIS AGREEMENT.
18.4
HEADINGS.
THE PARAGRAPH HEADINGS IN THIS AGREEMENT ARE USED ONLY
FOR THE PURPOSE OF CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO LIMIT THE SUBJECT
OF THE SECTIONS OR PARAGRAPHS OF THIS AGREEMENT OR TO BE CONSIDERED IN THEIR
CONSTRUCTION.
UNLESS OTHERWISE SPECIFICALLY REFERRING TO ANOTHER INSTRUMENT OR
DOCUMENT, REFERENCES TO "SECTIONS" REFER TO THE SECTIONS OF THIS AGREEMENT.
18.5
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE APPLICABLE TO CONTRACTS TO BE PERFORMED
WHOLLY WITHIN THE STATE.
18.6
TIME OF THE ESSENCE.
TIME IS OF THE ESSENCE OF EACH PROVISION OF
THIS AGREEMENT.
UNLESS A PROVISION EXPRESSLY REFERS TO BUSINESS DAYS, ALL
REFERENCES TO "DAYS" IN THIS AGREEMENT SHALL REFER TO CALENDAR DAYS.
IF THE
CLOSING DATE OR ANY OTHER DATE OR TIME PERIOD PROVIDED FOR IN THIS AGREEMENT IS
OR ENDS ON A SATURDAY, SUNDAY OR FEDERAL, STATE OR LEGAL HOLIDAY OBSERVED IN THE
STATE, THEN SUCH DATE SHALL AUTOMATICALLY BE EXTENDED TO THE NEXT DAY THAT IS
NOT A SATURDAY, SUNDAY OR FEDERAL, STATE OR LEGAL HOLIDAY OBSERVED IN THE STATE.
18.7
SUCCESSORS AND ASSIGNS.
ALL OF THE PROVISIONS OF THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND SHALL BE BINDING UPON THE PERMITTED SUCCESSORS
AND ASSIGNS OF THE PARTIES.
18.8
FURTHER ASSURANCES.
EACH OF THE PARTIES SHALL EXECUTE AND DELIVER
ANY AND ALL ADDITIONAL PAPERS, DOCUMENTS, AND OTHER ASSURANCES, AND SHALL DO ANY
AND ALL ACTS AND THINGS REASONABLY NECESSARY IN CONNECTION WITH THE PERFORMANCE
OF THEIR OBLIGATIONS HEREUNDER AND TO CARRY OUT THE INTENT OF THIS AGREEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER SHALL REASONABLY
COOPERATE WITH BUYER BY EXECUTING SUCH DOCUMENTS AND PROVIDING TO BUYER OR THE
APPROPRIATE REGULATORY AGENCY SUCH ITEMS AS BUYER OR THE APPROPRIATE REGULATORY
AGENCY MAY REASONABLY REQUEST, ALL AT BUYER'S EXPENSE, IF ANY.
18.9
NO WAIVER.
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.
18.10
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT SHALL BECOME
ILLEGAL, NULL OR VOID OR AGAINST PUBLIC POLICY, FOR ANY REASON, OR SHALL BE HELD
BY ANY COURT OF COMPETENT JURISDICTION TO BE ILLEGAL, NULL OR VOID