of Prior Agreements.
This Agreement and the other
Transaction Documents contain the entire understanding between the parties
relating to the transactions contemplated by this Agreement and under the
Related Purchase Agreements.
All prior or contemporaneous agreements,
understandings, representations and statements, whether direct or indirect, oral
or written, are merged into and superseded by this Agreement and the other
Transaction Documents, and shall be of no further force or effect.
12.12
Time of Essence.
Time is of the essence of this Agreement.
12.13
Counterparts.
This Agreement may be signed in multiple
counterparts which, when duly delivered and taken together, shall constitute a
binding Agreement between all parties.
12.14
Exhibits and Addendum.
All exhibits and the addendum attached to
this Agreement are incorporated herein by reference.
12.15
Cooperation of Parties.
Each party agrees to sign any other and
further instruments and documents and take such other actions as may be
reasonably necessary or proper in order to accomplish the intent of this
Agreement.
12.16
No Third Party Beneficiaries.
Except as otherwise expressly
provided herein, the provisions of this Agreement are intended to be solely for
the benefit of the parties hereto, and the execution and delivery of this
Agreement shall not be deemed to confer any rights upon, nor obligate any of the
parties hereunder, to any person or entity other than the parties to this
Agreement.
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12.17
Dates.
If, pursuant to this Agreement, any date indicated herein
falls on an official United States holiday, or a Saturday or Sunday, the date so
indicated shall mean the next business day following such date.
12.18
Waiver of Trial by Jury. BUYER AND SELLER EACH ACKNOWLEDGE THAT IT
HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHTS TO TRIAL
BY JURY UNDER THE CONSTITUTION OF THE UNITED STATES AND THE STATE OF CALIFORNIA
AND THE STATE IN WHICH EITHER PROPERTY IS LOCATED.
BUYER AND SELLER EACH HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT (OR ANY AGREEMENT FORMED
PURSUANT TO THE TERMS HEREOF) OR (ii) IN ANY MANNER CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF BUYER AND SELLER WITH RESPECT TO THIS AGREEMENT
(OR ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF) OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREINAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE;
BUYER AND SELLER EACH HEREBY AGREES AND CONSENTS THAT, SUBJECT TO SECTION 12.19,
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY A COURT
TRIAL WITHOUT A JURY, AND THAT EITHER PARTY MAY FILE A COPY OF THIS SECTION WITH
ANY COURT AS CONCLUSIVE EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER
OF ITS RIGHT TO TRIAL BY JURY.
BUYER'S INITIALS:
/s/ EM
SELLER'S INITIALS:
/s/ BM
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12.19
Arbitration of