APPROPRIATE LEGAL PROCEEDINGS TO HAVE THE SAME REMOVED FROM RECORD.
IF BUYER OR ANY AGENT, BROKER OR COUNSEL ACTING FOR BUYER SHALL CAUSE OR PERMIT
THIS AGREEMENT OR A COPY THEREOF TO BE FILED IN AN OFFICE OR PLACE OF PUBLIC
RECORD, SELLER, AT ITS OPTION, AND IN ADDITION TO SELLER'S OTHER RIGHTS AND
REMEDIES, MAY TREAT SUCH ACT AS A MATERIAL DEFAULT OF THIS AGREEMENT ON THE PART
OF BUYER.
HOWEVER, THE FILING OF THIS AGREEMENT IN ANY LAWSUIT OR OTHER
PROCEEDINGS IN WHICH SUCH DOCUMENT IS RELEVANT OR MATERIAL SHALL NOT BE DEEMED
TO BE A VIOLATION OF THIS PARAGRAPH, NOR SHALL ANY OTHER FILING OF THIS
AGREEMENT, IF REQUIRED UNDER LAWS RELATING TO CORPORATE GOVERNANCE, OR UNDER ANY
RULES AND REGULATIONS OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION,
BE DEEMED A VIOLATION OF THIS PARAGRAPH.
24.
INTENTIONALLY
OMITTED.
25.
SOPHISTICATION OF
THE PARTIES.
EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT IT HAS
CONSULTED LEGAL COUNSEL IN CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT AND
THAT IT HAS BARGAINING POWER EQUAL TO THAT OF THE OTHER PARTIES HERETO IN
CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT.
ACCORDINGLY,
THE PARTIES HERETO AGREE THE RULE OF CONTRACT CONSTRUCTION TO THE EFFECT THAT AN
AGREEMENT SHALL BE CONSTRUED AGAINST THE DRAFTSMAN SHALL HAVE NO APPLICATION IN
THE CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT.
26.
LIMITED LIABILITY.
THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT OR DIRECTLY OR INDIRECTLY ARISING
OUT OF THIS AGREEMENT SHALL BE LIMITED SOLELY TO SELLER'S INTEREST IN THE
PREMISES AND PERSONAL PROPERTY (AND THE SALE PROCEEDS THEREOF) AND ANY OTHER
ASSETS OF SELLER, AND NEITHER BUYER NOR ANY ONE ELSE CLAIMING BY OR THROUGH
BUYER SHALL HAVE ANY CLAIM AGAINST ANY DIRECT OR INDIRECT PARTNER, MEMBER OR
EQUITY OWNER OF SELLER.
27.
MARKETING.
SELLER
SHALL HAVE THE RIGHT TO MARKET THE PREMISES TO ANY OTHER PROSPECTIVE PURCHASERS
DURING THE PERIOD BETWEEN THE DATE OF THIS AGREEMENT AND THE EXPIRATION OF THE
INSPECTION PERIOD; PROVIDED, HOWEVER, THAT SELLER SHALL NOT ENTER INTO ANY
AGREEMENT WITH ANY SUCH PROSPECTIVE PURCHASER UNLESS THE TRANSACTIONS
CONTEMPLATED THEREBY ARE CONTINGENT UPON THE TERMINATION OF THIS AGREEMENT.
28.
ENFORCEMENT.
IF
EITHER PARTY HERETO FAILS TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT
OR IF A DISPUTE ARISES BETWEEN THE PARTIES HERETO CONCERNING THE MEANING OR
INTERPRETATION OF ANY PROVISION OF THIS AGREEMENT, THEN THE DEFAULTING PARTY OR
THE PARTY NOT PREVAILING IN SUCH DISPUTE SHALL PAY ANY AND ALL COSTS AND
EXPENSES INCURRED BY THE OTHER PARTY ON ACCOUNT OF SUCH DEFAULT AND/OR IN
ENFORCING OR ESTABLISHING ITS RIGHTS HEREUNDER, INCLUDING, WITHOUT LIMITATION,
COURT COSTS AND REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS.
ANY SUCH
ATTORNEYS' FEES AND OTHER EXPENSES INCURRED BY EITHER PARTY IN ENFORCING A
JUDGMENT IN ITS FAVOR UNDER THIS AGREEMENT SHALL BE RECOVERABLE SEPARATELY FROM
AND IN ADDITION TO ANY OTHER AMOUNT INCLUDED IN SUCH JUDGMENT, AND SUCH
ATTORNEYS' FEES OBLIGATION IS INTENDED TO BE SEVERABLE FROM THE OTHER PROVISIONS
OF THIS AGREEMENT AND TO SURVIVE AND