CLOSED TO THE NORMAL TRANSACTION OF
BANKING BUSINESS. THE FINAL DAY OF ANY SUCH PERIOD SHALL BE DEEMED TO END AT
5 P.M., LOCAL TIME IN THE COMMONWEALTH OF MASSACHUSETTS. THE PROVISIONS OF THIS
SECTION 11.7 SHALL SURVIVE CLOSING.
11.8
SUCCESSORS AND ASSIGNS.
THE TERMS AND PROVISIONS OF THIS AGREEMENT ARE
TO APPLY TO AND BIND THE PERMITTED SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO.
11.9
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING THE EXHIBITS, CONTAINS THE
ENTIRE AGREEMENT BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND
FULLY SUPERSEDES ALL PRIOR WRITTEN OR ORAL AGREEMENTS AND UNDERSTANDINGS BETWEEN
THE PARTIES PERTAINING TO SUCH SUBJECT MATTER.
11.10
FURTHER ASSURANCES.
EACH PARTY AGREES THAT IT WILL WITHOUT FURTHER
CONSIDERATION EXECUTE AND DELIVER SUCH OTHER DOCUMENTS AND TAKE SUCH OTHER
ACTION, WHETHER PRIOR OR SUBSEQUENT TO CLOSING, AS MAY BE REASONABLY REQUESTED
BY THE OTHER PARTY TO CONSUMMATE MORE EFFECTIVELY THE PURPOSES OR SUBJECT MATTER
OF THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
(I) PURCHASER SHALL, IF REQUESTED BY SELLER, EXECUTE ACKNOWLEDGMENTS OF RECEIPT
WITH RESPECT TO ANY MATERIALS DELIVERED BY SELLER TO PURCHASER WITH RESPECT TO
THE PROPERTY OR THE INTERESTS, AND (II) SELLER SHALL COOPERATE WITH PURCHASER IN
CONNECTION WITH ALL FILINGS NECESSARY TO CHANGE THE REGISTERED AGENT OF THE
TRUST AND RIVERSIDE LLC TO A REGISTERED AGENT DESIGNATED BY PURCHASER IN EACH
STATE WHERE THE TRANSFERRED COMPANIES ARE FORMED AND DOING BUSINESS. THE
PROVISIONS OF THIS SECTION 11.10 SHALL SURVIVE CLOSING.
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11.11
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, AND ALL
SUCH EXECUTED COUNTERPARTS SHALL CONSTITUTE THE SAME AGREEMENT. IT SHALL BE
NECESSARY TO ACCOUNT FOR ONLY ONE SUCH COUNTERPART IN PROVING THIS AGREEMENT.
THIS AGREEMENT MAY BE EXECUTED VIA FACSIMILE OR BY SENDING COPIES OF THE
EXECUTED AGREEMENT VIA EMAIL FOLLOWED BY REGULAR MAIL OF THE ORIGINALS AND SHALL
BE CONSIDERED EXECUTED AND BINDING UPON RECEIPT OF THE FAX OR EMAIL OF THE
SIGNATURE PAGE OF THE LAST OF THE PARTY'S SIGNATURE TO THIS AGREEMENT.
11.12
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS DETERMINED BY A
COURT OF COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE, THE REMAINDER OF
THIS AGREEMENT SHALL NONETHELESS REMAIN IN FULL FORCE AND EFFECT.
11.13
APPLICABLE LAW.
THIS AGREEMENT IS PERFORMABLE IN THE STATE OF MARYLAND
AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
SUBSTANTIVE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF SUCH STATE. SELLER
AND PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY STATE OR
FEDERAL COURT SITTING IN THE STATE OF MARYLAND IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED
IN A STATE OR FEDERAL COURT SITTING IN THE STATE OF MARYLAND. PURCHASER AND
SELLER AGREE THAT THE PROVISIONS OF THIS SECTION 11.13 SHALL SURVIVE THE CLOSING
OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
11.14
NO THIRD PARTY BENEFICIARY.
THE PROVISIONS OF THIS