OF EITHER PARTY IN THE
EXERCISE OF ANY RIGHT OR REMEDY GIVEN TO SUCH PARTY HEREUNDER OR THE WAIVER BY
ANY PARTY OF ANY CONDITION HEREUNDER FOR ITS BENEFIT (UNLESS THE TIME SPECIFIED
IN THIS AGREEMENT FOR EXERCISE OF SUCH RIGHT OR REMEDY HAS EXPIRED) SHALL
CONSTITUTE A WAIVER OF ANY OTHER OR FURTHER RIGHT OR REMEDY NOR SHALL ANY SINGLE
OR PARTIAL EXERCISE OF ANY RIGHT OR REMEDY PRECLUDE OTHER OR FURTHER EXERCISE
THEREOF OR ANY OTHER RIGHT OR REMEDY.
NO WAIVER BY EITHER PARTY OF ANY BREACH
HEREUNDER OR FAILURE OR REFUSAL BY THE OTHER PARTY TO COMPLY WITH ITS
OBLIGATIONS SHALL BE DEEMED A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH, FAILURE
OR REFUSAL TO SO COMPLY.
11.14
DISCHARGE OF SELLER'S OBLIGATIONS.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT, PURCHASER'S ACCEPTANCE OF THE DEED SHALL BE DEEMED A
DISCHARGE OF ALL OF THE OBLIGATIONS OF SELLER HEREUNDER AND ALL OF SELLER'S
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS IN THIS AGREEMENT SHALL
MERGE IN THE DOCUMENTS AND AGREEMENTS EXECUTED AT THE CLOSING AND SHALL NOT
SURVIVE THE CLOSING, EXCEPT AND TO THE EXTENT THAT, PURSUANT TO THE EXPRESS
PROVISIONS OF THIS AGREEMENT, ANY OF SUCH REPRESENTATIONS, WARRANTIES, COVENANTS
OR AGREEMENTS ARE TO SURVIVE THE CLOSING.
11.15
NO RECORDATION.
NEITHER THIS AGREEMENT NOR ANY MEMORANDUM THEREOF
SHALL BE RECORDED AND ANY ATTEMPTED RECORDATION HEREOF SHALL BE VOID AND SHALL
CONSTITUTE A DEFAULT HEREUNDER.
11.16
UNENFORCEABILITY.
IF ALL OR ANY PORTION OF ANY PROVISION OF THIS
AGREEMENT SHALL BE HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT,
THEN SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER
PROVISION HEREOF, AND SUCH PROVISION SHALL BE LIMITED AND CONSTRUED AS IF SUCH
INVALID, ILLEGAL OR UNENFORCEABLE PROVISION OR PORTION THEREOF WERE NOT
CONTAINED HEREIN UNLESS DOING SO WOULD MATERIALLY AND ADVERSELY AFFECT A PARTY
OR THE BENEFITS THAT SUCH PARTY IS ENTITLED TO RECEIVE UNDER THIS AGREEMENT.
11.17
WAIVER OF TRIAL BY JURY.
SELLER AND PURCHASER HEREBY WAIVE TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING IN TORT OR
CONTRACT) BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN
ANY WAY CONNECTED WITH THIS AGREEMENT.
THE PROVISIONS OF THIS SECTION SHALL
SURVIVE THE CLOSING.
23
11.18
DISCLOSURE.
NOTWITHSTANDING ANY TERMS OR CONDITIONS IN THIS
AGREEMENT TO THE CONTRARY, BUT SUBJECT TO RESTRICTIONS REASONABLY NECESSARY TO
COMPLY WITH FEDERAL OR STATE SECURITIES LAWS, ANY PERSON MAY DISCLOSE TO ANY AND
ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE
OF THE TRANSACTION AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER
TAX ANALYSES) THAT ARE PROVIDED RELATING TO SUCH TAX TREATMENT AND TAX
STRUCTURE.
FOR THE AVOIDANCE OF DOUBT, THIS AUTHORIZATION IS NOT INTENDED TO
PERMIT DISCLOSURE OF THE NAMES OF, OR OTHER IDENTIFYING INFORMATION REGARDING,
THE PARTICIPANTS IN THE TRANSACTION, OR OF ANY INFORMATION OR THE PORTION OF ANY
MATERIALS NOT RELEVANT TO THE TAX TREATMENT OR TAX STRUCTURE OF THE
TRANSACTION.
THE PROVISIONS OF