IN ANY
LIABILITY, COST, EXPENSE, INCREASED RISK, DELAY OR OTHER DETRIMENT TO THE
COOPERATING PARTY.
18.13
PUBLICITY.
BETWEEN THE EFFECTIVE DATE AND THE
CLOSING, SELLER AND BUYER SHALL DISCUSS AND COORDINATE WITH RESPECT TO ANY
PUBLIC FILING OR ANNOUNCEMENT CONCERNING THE PURCHASE AND SALE AS CONTEMPLATED
HEREUNDER.
18.14
WAIVER OF TRIAL BY JURY.
SELLER AND BUYER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE
RELATING TO, THIS AGREEMENT.
THE PROVISIONS OF THIS SECTION 18.4 SHALL SURVIVE
THE CLOSING OR TERMINATION HEREOF.
34
SECTION 19.
MISCELLANEOUS AGREEMENTS.
19.1
*** ANNEXATION AGREEMENT.
BUYER ACKNOWLEDGES
THAT SELLER HAS ADVISED BUYER THAT, AS OF THE EFFECTIVE DATE, SELLER IS
NEGOTIATING WITH THE CITY OF *** FOR THE ANNEXATION OF MULTIPLE PARCELS OF
PROPERTY THAT SELLER OWNS, AND AMONG THE PARCELS THAT MAY BE ANNEXED TO THE ***
ARE THOSE COMMONLY KNOWN AS ***
AND*** .
SELLER HAS FURTHER ADVISED BUYER THAT
THE ANNEXATION PROCESS WILL NOT BE COMPLETED BY CLOSING.
PRIOR TO THE CLOSING
DATE, SELLER AGREES TO MAKE AVAILABLE TO BUYER TRUE, COMPLETE AND CORRECT COPIES
OF ANY AND ALL DOCUMENTATION, OF ANY NATURE (E.G. DRAFTS OF ANNEXATION
AGREEMENT, CITY RESOLUTION OR ORDINANCE, CORRESPONDENCE, MINUTES OF MEETINGS)
RELATING TO SUCH PENDING ANNEXATION IN SELLER'S POSSESSION.
IF BUYER DOES NOT
TERMINATE THIS AGREEMENT ON OR BEFORE THE INSPECTION DATE, BUYER AGREES TO
REASONABLY COOPERATE WITH SELLER (BUT WITHOUT ANY OUT-OF-POCKET COST TO BUYER)
WITH RESPECT TO THE CONSUMMATION OF THE ANNEXATION AND TO ALLOW THE PROPERTY
KNOWN AS ***
AND *** TO BE ANNEXED INTO THE*** .
SELLER SHALL BE SOLELY
RESPONSIBLE FOR ANY AND ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH SUCH
ANNEXATION PROCESS.
SELLER HEREBY AGREES TO USE GOOD FAITH AND DILIGENT EFFORTS
TO COMPLETE THE ANNEXATION PROCESS AS EXPEDITIOUSLY AS POSSIBLE.
SELLER SHALL
KEEP BUYER FULLY AND CURRENTLY INFORMED AND ADVISED WITH RESPECT TO THE STATUS
OF SUCH ANNEXATION.
THE PROVISIONS OF THIS SECTION 19.1 SHALL SURVIVE THE
CLOSING AND SHALL NOT MERGE INTO ANY CONVEYANCING DOCUMENTS DELIVERED AT
CLOSING.
19.2
*** EXPANSION PARCEL.
BUYER ACKNOWLEDGES THAT
THE PROPERTY KNOWN AS *** CONTAINS APPROXIMATELY *** ACRES OF EXPANSION LAND
("*** LAND").
THE *** LAND IS DEPICTED ON EXHIBIT Q ATTACHED HERETO AND
INCORPORATED HEREIN BY THIS REFERENCE.
SELLER HAS ADVISED BUYER THAT ***
CORPORATION, AS TENANT AND*** , INC., AS SUBTENANT, IN THE BUILDING COMMONLY
KNOWN AS *** (COLLECTIVELY, "*** TENANT") HAS AN OPTION, IN ITS EXISTING LEASE,
TO EXPAND (OR CAUSE AN EXPANSION OF) THAT BUILDING.
IF THE *** TENANT WERE TO
EXERCISE ITS EXPANSION OPTION, THE EXPANSION WOULD BE CONSTRUCTED ON THE ***
LAND.
SELLER HAS ADVISED BUYER THAT SELLER INTENDS TO CONTACT THE *** TENANT TO
SEEK A WAIVER OF ITS EXPANSION OPTION (THE "*** WAIVER").
AT CLOSING, BUYER
SHALL GRANT TO SELLER AN OPTION TO PURCHASE FROM BUYER THE *** LAND FOR A
PURCHASE PRICE OF*** , WHICH OPTION SHALL AUTOMATICALLY EXPIRE ON THE FIRST TO