MEAN ANY DAY, OTHER
THAN A SATURDAY OR SUNDAY, ON WHICH COMMERCIAL BANKS IN THE STATE OF NEVADA ARE
NOT REQUIRED OR AUTHORIZED TO BE CLOSED FOR BUSINESS.
33.
CONSTRUCTION.
THIS AGREEMENT SHALL BE GIVEN
A FAIR AND REASONABLE CONSTRUCTION IN ACCORDANCE WITH THE INTENTIONS OF THE
PARTIES HERETO.
EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS PARTICIPATED IN THE
DRAFTING OF THIS AGREEMENT, AND ANY APPLICABLE RULE OF CONSTRUCTION TO THE
EFFECT THAT AMBIGUITIES ARE TO BE RESOLVED AGAINST THE DRAFTING PARTY SHALL NOT
BE APPLIED IN CONNECTION WITH THE CONSTRUCTION OR INTERPRETATION HEREOF.
EACH
PARTY HAS BEEN REPRESENTED BY INDEPENDENT COUNSEL IN CONNECTION WITH THIS
AGREEMENT.
FOR PURPOSES OF CONSTRUCTION OF THIS AGREEMENT, PROVISIONS WHICH ARE
DELETED OR CROSSED OUT SHALL BE TREATED AS IF NEVER INCLUDED HEREIN.
34.
BINDING EFFECT.
THIS AGREEMENT IS BINDING
UPON, AND SHALL INURE TO THE BENEFIT OF, THE PARTIES AND EACH OF THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS, IF ANY.
35.
WAIVER OF JURY TRIAL.
EACH OF PURCHASER AND
SELLER HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
36.
COLLECTIBILITY OF CHECKS.
IF THE PAYMENT
MADE ON ACCOUNT OF THE PURCHASE PRICE AT THE TIME OF THE EXECUTION OF THIS
AGREEMENT IS BY CHECK, AND IF SAID CHECK FAILS COLLECTION IN DUE COURSE, SELLER,
AT ITS OPTION, MAY DECLARE THIS AGREEMENT NULL, VOID AND OF NO FORCE AND EFFECT,
AND MAY PURSUE ITS REMEDIES AGAINST PURCHASER UPON SAID CHECK OR IN ANY OTHER
MANNER PERMITTED BY LAW, SUCH REMEDIES BEING CUMULATIVE.
37.
LITIGATION.
IN CONNECTION WITH ANY
LITIGATION ARISING OUT OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED
TO RECOVER ALL COSTS, INCLUDING REASONABLE ATTORNEYS' FEES FOR SERVICES RENDERED
IN CONNECTION WITH SUCH LITIGATION, INCLUDING APPELLATE PROCEEDING AND POST
JUDGMENT PROCEEDINGS.
38.
FEDERAL I.D. NUMBERS.
SELLER'S FEDERAL I.D.
NUMBER IS 58-2350986.
PURCHASER'S FEDERAL I.D. NUMBER IS 51-0535940.
39.
INCORPORATION BY REFERENCE.
THE SCHEDULES
AND EXHIBITS TO THIS AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE AND MADE A
PART HEREOF.
40.
NOT AN OFFER.
NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, IT IS TO BE STRICTLY UNDERSTOOD AND AGREED THAT (A) THE
SUBMISSION BY SELLER TO PURCHASER OF ANY DRAFTS OF THIS AGREEMENT OR ANY
CORRESPONDENCE WITH RESPECT THERETO SHALL (I) BE DEEMED SUBMISSION SOLELY FOR
PURCHASER'S CONSIDERATION AND NOT FOR ACCEPTANCE AND EXECUTION, (II) HAVE NO
BINDING FORCE OR EFFECT, (III) NOT CONSTITUTE AN OPTION FOR THE PURCHASE OF THE
PROPERTY OR THE EXISTING LEASE OR CONVEYANCE OF THE PROPERTY OR THE EXISTING
LEASE BY SELLER TO PURCHASER AND (IV) NOT CONFER UPON PURCHASER OR ANY OTHER
PARTY ANY TITLE OR ESTATE IN THE PROPERTY OR THE EXISTING LEASE, (B) THE TERMS
AND CONDITIONS OF THIS AGREEMENT SHALL NOT BE BINDING UPON EITHER
32
PARTY HERETO IN ANY WAY UNLESS AND UNTIL IT IS UNCONDITIONALLY EXECUTED AND
DELIVERED BY BOTH PARTIES IN THEIR RESPECTIVE SOLE AND ABSOLUTE DISCRETION AND
ALL CONDITIONS PRECEDENT TO THE EFFECTIVENESS THEREOF INCLUDING, BUT