AND THAT THE
NORMAL RULE OF CONSTRUCTION TO THE EFFECT THAT ANY AMBIGUITIES ARE TO BE
RESOLVED AGAINST THE DRAFTING PARTY SHALL NOT BE EMPLOYED IN THE INTERPRETATION
OF THIS AGREEMENT OR ANY EXHIBITS OR AMENDMENTS HERETO.
9.19
CALCULATION OF TIME PERIODS. UNLESS OTHERWISE
SPECIFIED, IN COMPUTING ANY PERIOD OF TIME DESCRIBED IN THIS AGREEMENT, THE DAY
OF THE ACT OR EVENT AFTER WHICH THE DESIGNATED PERIOD OF TIME BEGINS TO RUN IS
NOT TO BE INCLUDED AND THE LAST DAY OF THE PERIOD SO COMPUTED IS TO BE INCLUDED,
UNLESS SUCH LAST DAY IS A SATURDAY, SUNDAY OR LEGAL HOLIDAY UNDER THE LAWS OF
THE STATE OF TEXAS, IN WHICH EVENT THE PERIOD SHALL RUN UNTIL THE END OF THE
NEXT DAY WHICH IS NEITHER A SATURDAY, SUNDAY OR LEGAL HOLIDAY. THE FINAL DAY OF
ANY SUCH PERIOD SHALL BE DEEMED TO END AT 5 P.M., DALLAS, TEXAS TIME.
9.20
APPLICABLE LAW. THIS AGREEMENT IS PERFORMABLE IN
DALLAS COUNTY, TEXAS, 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 THE STATE OF TEXAS. PURCHASER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION
OF ANY STATE OR FEDERAL COURT SITTING IN DALLAS COUNTY, TEXAS, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD
AND DETERMINED IN A STATE OR FEDERAL COURT SITTING IN DALLAS COUNTY, TEXAS. IF
EITHER PARTY SHALL EMPLOY AN ATTORNEY TO ENFORCE OR DEFINE THE RIGHTS OF SUCH
PARTY HEREUNDER, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE
NONPREVAILING PARTY ALL OF ITS REASONABLE EXPENSES, INCLUDING REASONABLE
ATTORNEYS' FEES. PURCHASER AND SELLER AGREE THAT THE PROVISIONS OF THIS
SECTION SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT.
9.21
MUNICIPAL UTILITY DISTRICT NOTICES. PURCHASER
AGREES THAT IF THE PROPERTY OR ANY PORTION THEREOF IS LOCATED IN A MUNICIPAL
UTILITY DISTRICT, PURCHASER WILL, WITHIN FIVE (5) DAYS AFTER REQUEST BY SELLER,
EXECUTE ANY AND ALL NOTICES WHICH, IN THE OPINION OF COUNSEL FOR SELLER, ARE
REQUIRED BY LAW TO BE GIVEN TO PURCHASER WITH RESPECT TO THE PROPERTY.
9.22
EXHIBITS AND SCHEDULES. THE FOLLOWING SCHEDULES
OR EXHIBITS ATTACHED HERETO (HEREIN SOMETIMES BEING REFERRED TO AS "EXHIBIT")
SHALL BE DEEMED TO BE AN INTEGRAL PART OF THIS AGREEMENT:
A
LEGAL DESCRIPTION;
B
PROPERTY DOCUMENTS
22
C
SPECIAL WARRANTY DEED
D
FIRPTA AFFIDAVIT
E
AGREEMENT REGARDING DISCLAIMERS
F.
THIRD AMENDMENT TO DECLARATION
9.23
TENDER OF OFFER. UPON EXECUTION OF THIS AGREEMENT
BY PURCHASER AND DELIVERY OF SAME TO SELLER, THIS AGREEMENT SHALL CONSTITUTE AN
OFFER WHICH HAS BEEN SUBMITTED BY PURCHASER TO SELLER FOR SELLER'S APPROVAL. BY
EXECUTING THIS AGREEMENT AND SUBMITTING SAME TO SELLER, PURCHASER ACKNOWLEDGES
AND AGREES AS FOLLOWS: (A) THIS AGREEMENT MAY BE APPROVED OR DISAPPROVED BY
SELLER IN ITS SOLE AND UNFETTERED DISCRETION, WITH SELLER HAVING THE RIGHT TO
DISAPPROVE THIS AGREEMENT FOR ANY REASON WHATSOEVER,