EMPLOYEES AND AGENTS) FROM AND AGAINST ANY
AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING, WITHOUT LIMITATION, CAUSES
OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING,
WITHOUT LIMITATION, ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR
CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED
32
OR ALLEGED AGAINST SELLER (AND SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS,
EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR
PATENT CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS (INCLUDING, WITHOUT LIMITATION,
ENVIRONMENTAL CONDITIONS), VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT
LIMITATION, ANY ENVIRONMENTAL LAWS) OR ANY AND ALL OTHER ACTS, OMISSIONS,
EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.
THE PROVISIONS OF THIS
SECTION 17.1 SHALL NOT APPLY, HOWEVER, IN THE EVENT OF ANY FRAUD.
17.2
EFFECT AND SURVIVAL OF DISCLAIMER.
SELLER AND
BUYER ACKNOWLEDGE THAT THE COMPENSATION TO BE PAID TO SELLER FOR THE PROPERTY
REFLECTS THAT THE PROPERTY IS BEING SOLD SUBJECT TO THE PROVISIONS OF THIS
SECTION 17, AND SELLER AND BUYER AGREE THAT THE PROVISIONS OF THIS SECTION 17
SHALL SURVIVE CLOSING INDEFINITELY.
SECTION 18.
MISCELLANEOUS.
18.1
GOVERNING LAW; HEADINGS; RULES OF CONSTRUCTION.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED, WITHOUT REFERENCE
TO THE CONFLICTS OF LAWS OR CHOICE OF LAW PROVISIONS THEREOF.
THE TITLES OF
SECTIONS AND SUBSECTIONS HEREIN HAVE BEEN INSERTED AS A MATTER OF CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OF
ANY OF THE TERMS OR PROVISIONS HEREIN.
ALL REFERENCES HEREIN TO THE SINGULAR
SHALL INCLUDE THE PLURAL, AND VICE VERSA.
THE PARTIES AGREE THAT THIS AGREEMENT
IS THE RESULT OF NEGOTIATION BY THE PARTIES, EACH OF WHOM WAS REPRESENTED BY
COUNSEL, AND THUS, THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST THE MAKER
THEREOF.
18.2
NO WAIVER.
NEITHER THE FAILURE OF EITHER PARTY
TO EXERCISE ANY POWER GIVEN SUCH PARTY HEREUNDER OR TO INSIST UPON STRICT
COMPLIANCE BY THE OTHER PARTY WITH ITS OBLIGATIONS HEREUNDER, NOR ANY CUSTOM OR
PRACTICE OF THE PARTIES AT VARIANCE WITH THE TERMS HEREOF SHALL CONSTITUTE A
WAIVER OF EITHER PARTY'S RIGHT TO DEMAND EXACT COMPLIANCE WITH THE TERMS HEREOF.
18.3
ENTIRE AGREEMENT.
EXCEPT FOR BOTH THE
CONFIDENTIALITY AGREEMENT AND THE AIA, THIS AGREEMENT CONTAINS THE ENTIRE
AGREEMENT OF THE PARTIES HERETO WITH RESPECT TO THE PROPERTY AND ANY OTHER PRIOR
UNDERSTANDINGS OR AGREEMENTS ARE MERGED HEREIN AND NO REPRESENTATIONS,
INDUCEMENTS, PROMISES OR AGREEMENTS, ORAL OR OTHERWISE, BETWEEN THE PARTIES NOT
EMBODIED HEREIN OR INCORPORATED HEREIN BY REFERENCE SHALL BE OF ANY FORCE OR
EFFECT.
IN THE EVENT OF ANY CONFLICT, HOWEVER, BETWEEN THE TERMS AND PROVISIONS
OF THE CONFIDENTIALITY AGREEMENT AND THOSE OF THIS AGREEMENT, THE TERMS AND
PROVISIONS OF THIS AGREEMENT SHALL CONTROL IN ALL EVENTS.
18.4
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING
UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS
(SUBJECT TO