PRESUMPTION WITH
RESPECT TO THE DRAFTING OF THIS CONTRACT; BOTH PARTIES, BEING REPRESENTED BY
COUNSEL, HAVING FULLY PARTICIPATED IN THE NEGOTIATION OF THIS INSTRUMENT.
13.14
CONFIDENTIALITY.
NEITHER PURCHASER NOR SELLER SHALL DISCLOSE THE
TERMS AND CONDITIONS CONTAINED IN THIS CONTRACT AND SHALL KEEP THE SAME
CONFIDENTIAL, PROVIDED THAT EITHER PARTY MAY DISCLOSE THE TERMS AND CONDITIONS
OF THIS CONTRACT (A) AS REQUIRED BY LAW OR COURT ORDER, (B) TO CONSUMMATE THE
TERMS OF THIS CONTRACT, OR ANY FINANCING RELATING THERETO, OR (C) TO PURCHASER'S
OR SELLER' LENDERS, ATTORNEYS AND ACCOUNTANTS.
ANY INFORMATION AND MATERIALS
PROVIDED BY SELLER TO PURCHASER HEREUNDER ARE CONFIDENTIAL AND PURCHASER SHALL
BE PROHIBITED FROM MAKING SUCH INFORMATION PUBLIC TO ANY OTHER PERSON OR ENTITY
OTHER THAN ITS AGENTS AND LEGAL REPRESENTATIVES, WITHOUT THE PRIOR WRITTEN
AUTHORIZATION OF SELLER'S REPRESENTATIVE, WHICH MAY BE GRANTED OR DENIED IN THE
SOLE DISCRETION OF SELLER'S REPRESENTATIVE, EXCEPT AS PROVIDED ABOVE.
NOTWITHSTANDING THE PROVISIONS OF SECTION 13.9, PURCHASER AGREES THAT THE
COVENANTS, RESTRICTIONS AND AGREEMENTS OF PURCHASER CONTAINED IN ANY
CONFIDENTIALITY AGREEMENT EXECUTED BY PURCHASER PRIOR TO THE EFFECTIVE DATE
SHALL SURVIVE THE EXECUTION OF THIS CONTRACT AND SHALL NOT BE SUPERSEDED HEREBY.
13.15
TIME OF THE ESSENCE.
IT IS EXPRESSLY AGREED BY THE PARTIES HERETO
THAT TIME IS OF THE ESSENCE WITH RESPECT TO THIS CONTRACT.
13.16
WAIVER.
NO DELAY OR OMISSION TO EXERCISE ANY RIGHT OR POWER ACCRUING
UPON ANY DEFAULT, OMISSION, OR FAILURE OF PERFORMANCE HEREUNDER SHALL IMPAIR ANY
RIGHT OR POWER OR SHALL BE CONSTRUED TO BE A WAIVER THEREOF, BUT ANY SUCH RIGHT
AND POWER MAY BE EXERCISED FROM TIME TO TIME AND AS OFTEN AS MAY BE DEEMED
EXPEDIENT.
NO WAIVER, AMENDMENT, RELEASE, OR MODIFICATION OF THIS CONTRACT
SHALL BE ESTABLISHED BY CONDUCT, CUSTOM, OR COURSE OF DEALING AND ALL WAIVERS
MUST BE IN WRITING AND SIGNED BY THE WAIVING PARTY.
13.17
ATTORNEYS' FEES.
IN THE EVENT EITHER PARTY HERETO COMMENCES
LITIGATION OR ARBITRATION AGAINST THE OTHER TO ENFORCE ITS RIGHTS HEREUNDER, THE
PREVAILING PARTY IN SUCH LITIGATION OR ARBITRATION SHALL BE ENTITLED TO RECOVER
FROM THE OTHER PARTY ITS REASONABLE ATTORNEYS' FEES AND EXPENSES INCIDENTAL TO
SUCH LITIGATION AND ARBITRATION, INCLUDING THE COST OF IN-HOUSE COUNSEL AND ANY
APPEALS.
13.18
TIME PERIODS.
SHOULD THE LAST DAY OF A TIME PERIOD FALL ON A WEEKEND
OR LEGAL HOLIDAY, THE NEXT BUSINESS DAY THEREAFTER SHALL BE CONSIDERED THE END
OF THE TIME PERIOD.
13.19
1031 EXCHANGE.
SELLER AND PURCHASER ACKNOWLEDGE AND AGREE THAT THE
PURCHASE AND SALE OF THE PROPERTY MAY BE PART OF A TAX-FREE EXCHANGE UNDER
SECTION 1031 OF THE CODE FOR EITHER PURCHASER OR SELLER.
EACH PARTY HEREBY
AGREES TO TAKE ALL REASONABLE STEPS ON OR BEFORE THE CLOSING DATE TO FACILITATE
SUCH EXCHANGE IF REQUESTED BY THE OTHER PARTY, PROVIDED THAT (A) NO PARTY MAKING
SUCH ACCOMMODATION SHALL BE REQUIRED TO ACQUIRE ANY SUBSTITUTE PROPERTY, (B)
SUCH EXCHANGE SHALL NOT AFFECT THE REPRESENTATIONS, WARRANTIES, LIABILITIES AND
OBLIGATIONS OF THE PARTIES TO EACH OTHER UNDER THIS CONTRACT, (C) NO PARTY
MAKING SUCH ACCOMMODATION