OR FINDERS IN CONNECTION WITH THIS
TRANSACTION, EXCEPT FOR GRUBB & ELLIS COMPANY ("BROKER").
SELLER SHALL PAY A
BROKERS' COMMISSION DUE TO BROKER PURSUANT TO A SEPARATE AGREEMENT.
SELLER AND
BUYER EACH HEREBY INDEMNIFY, PROTECT AND DEFEND AND HOLD THE OTHER HARMLESS FROM
AND AGAINST ALL LOSSES, RESULTING FROM THE CLAIMS OF ANY BROKER, FINDER, OR
OTHER SUCH PARTY, OTHER THAN BROKER, CLAIMING BY, THROUGH OR UNDER THE ACTS OR
AGREEMENTS OF THE INDEMNIFYING PARTY.
THE OBLIGATIONS OF THE PARTIES PURSUANT
TO THIS SECTION 20 SHALL SURVIVE THE CLOSING OR ANY EARLIER TERMINATION OF THIS
AGREEMENT.
21.
MISCELLANEOUS.
21.1.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE
UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE TRANSACTION CONTEMPLATED
HEREIN, AND ALL PRIOR OR CONTEMPORANEOUS ORAL AGREEMENTS, UNDERSTANDINGS,
REPRESENTATIONS AND STATEMENTS, AND ALL PRIOR WRITTEN AGREEMENTS,
UNDERSTANDINGS, LETTERS OF INTENT AND PROPOSALS, IN EACH CASE WITH RESPECT TO
THE TRANSACTION CONTEMPLATED HEREIN, ARE HEREBY SUPERSEDED AND RENDERED NULL AND
VOID AND OF NO FURTHER FORCE AND EFFECT AND ARE MERGED INTO THIS AGREEMENT.
NEITHER THIS AGREEMENT NOR ANY PROVISIONS HEREOF MAY BE WAIVED, MODIFIED,
AMENDED, DISCHARGED OR TERMINATED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY
THE PARTY AGAINST WHICH THE ENFORCEMENT OF SUCH WAIVER, MODIFICATION, AMENDMENT,
DISCHARGE OR TERMINATION IS SOUGHT, AND THEN ONLY TO THE EXTENT SET FORTH IN
SUCH INSTRUMENT.
21.2.
TIME OF THE ESSENCE.
TIME IS OF THE ESSENCE OF THIS AGREEMENT.
21.3.
LEGAL HOLIDAYS.
IF ANY DATE HEREIN SET FORTH FOR THE PERFORMANCE OF
ANY OBLIGATIONS BY SELLER OR BUYER OR FOR THE DELIVERY OF ANY INSTRUMENT OR
NOTICE AS HEREIN PROVIDED SHOULD BE ON A SATURDAY, SUNDAY OR LEGAL HOLIDAY, THE
COMPLIANCE WITH SUCH OBLIGATIONS OR DELIVERY SHALL BE DEEMED ACCEPTABLE ON THE
NEXT BUSINESS DAY FOLLOWING SUCH SATURDAY, SUNDAY OR LEGAL HOLIDAY.
AS USED
HEREIN, THE TERM "LEGAL HOLIDAY" MEANS ANY STATE OR FEDERAL HOLIDAY FOR WHICH
FINANCIAL INSTITUTIONS OR POST OFFICES ARE GENERALLY CLOSED FOR OBSERVANCE
THEREOF IN THE STATE OF CALIFORNIA.
18
21.4.
CONDITIONS PRECEDENT.
THE OBLIGATIONS OF THE PARTIES HEREUNDER TO
CLOSE THE TRANSACTION CONTEMPLATED HEREIN ARE SUBJECT TO THE EXPRESS CONDITIONS
PRECEDENT SET FORTH IN THIS AGREEMENT, EACH OF WHICH IS FOR THE SOLE BENEFIT OF
BUYER AND SELLER, RESPECTIVELY, AND MAY BE WAIVED AT ANY TIME BY WRITTEN NOTICE
THEREOF FROM THE APPLICABLE PARTY TO THE OTHER PARTY.
THE WAIVER OF ANY
PARTICULAR CONDITION PRECEDENT SHALL NOT CONSTITUTE THE WAIVER OF ANY OTHER.
IN
THE EVENT OF THE FAILURE OF A CONDITION PRECEDENT FOR ANY REASON WHATSOEVER, THE
BENEFITED PARTY MAY ELECT, IN ITS SOLE DISCRETION, TO TERMINATE THIS AGREEMENT
IN WHICH EVENT AS TO BUYER THE PROVISIONS OF SECTION 21.8 GOVERNING A PERMITTED
TERMINATION BY BUYER SHALL APPLY.
21.5.
CONSTRUCTION.
THIS AGREEMENT SHALL NOT BE CONSTRUED MORE STRICTLY
AGAINST ONE PARTY THAN AGAINST THE OTHER MERELY BY VIRTUE OF THE FACT THAT IT
MAY HAVE BEEN PREPARED BY COUNSEL FOR ONE OF THE PARTIES, IT BEING RECOGNIZED
THAT BOTH SELLER AND BUYER HAVE CONTRIBUTED SUBSTANTIALLY AND MATERIALLY TO THE