Agreement may be executed in one or more
counterparts, each of which shall be an original against any party whose
signature appears hereon, and all of which taken together shall constitute one
and the same instrument binding upon all parties, notwithstanding that all
parties are not signatories to the same
counterpart.
9.13
Waiver of Jury Trial.
TO THE FULLEST
EXTENT NOT PROHIBITED BY APPLICABLE LAW, WHICH CANNOT BE WAIVED, EACH OF THE
PARTIES HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY RIGHT, POWER, REMEDY OR DEFENSE ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE, OR WITH RESPECT TO
ANY COURSE OR CONDUCT, COURSE OR DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF ANY PARTY RELATING TO THIS AGREEMENT; AND AGREES THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY.
EACH
OF THE PARTIES HERETO FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY SUCH
LITIGATION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER LITIGATION IN
WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED.
FURTHER, EACH OF THE PARTIES
HERETO HEREBY CERTIFIES THAT NONE OF ITS REPRESENTATIVES, AGENTS OR ATTORNEYS
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF SUCH
LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.
EACH
OF THE PARTIES HERETO ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION ARE A
MATERIAL INDUCEMENT TO THE ACCEPTANCE OF THIS AGREEMENT BY THE OTHER PARTIES
HERETO.
9.14
Business Day. "Business Day" or "business day" shall mean any day other
than a Saturday, Sunday or federal holiday.
9.15
Entire Agreement. This Agreement contains all of the agreements and
understandings between the parties hereto with respect to the subject matter
hereof, and no oral agreements or written instrument, document or correspondence
shall be held to effect the provisions of this Agreement.
All subsequent
changes and modifications to this Agreement, to be valid, shall be by written
instrument executed by all parties hereto.
9.16
Perpetuities. Notwithstanding anything to the contrary herein contained
all obligations shall be satisfied on or before that date which is twenty-one
years after the Effective Date. The provisions of this Section are for the sole
purpose of satisfying the Rule Against Perpetuities and shall not be construed
to delay any obligations hereunder.
9.17
Corporate Investment Committee. Notwithstanding any provision contained
herein to the contrary, Purchaser's obligations under this Agreement are
contingent upon its receipt of the written approval of the Corporate Investment
Committee of Lennar (the Purchaser being a member of the Lennar Family of
Builders).
Such approval shall be evidenced, if at all, by written notice to
Seller given not later than the Closing Date (the "CIC Period").
In the event
that said Corporate Investment Committee written approval is not obtained and
written notice thereof not given to the Seller not