THE CLAIMANT'S
REPRESENTATION OR ALLEGED REPRESENTATION OF THE INDEMNIFYING PARTY IN THIS
TRANSACTION.
THE PROVISIONS OF THIS SECTION 14 SHALL SURVIVE THE CLOSING OR THE
TERMINATION OF THIS AGREEMENT.
14.
MISCELLANEOUS.
14.1
ASSIGNABILITY.
BUYER SHALL HAVE THE RIGHT TO ASSIGN ITS RIGHTS
UNDER THIS AGREEMENT TO A CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY,
TENANCY-IN-COMMON, OR OTHER ENTITY IN WHICH BUYER HOLDS, DIRECTLY OR INDIRECTLY,
A FIFTY PERCENT (50%) OR GREATER INTEREST AND WHICH IS CONTROLLED BY BUYER
(I.E., BUYER HAS THE RIGHT TO DIRECT THE MANAGEMENT AND OPERATION OF SUCH
ENTITY).
EXCEPT AS EXPRESSLY SET FORTH HEREIN, BUYER MAY NOT ASSIGN OR TRANSFER
ALL OR ANY PORTION OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT TO ANY
OTHER INDIVIDUAL, ENTITY OR OTHER PERSON WITHOUT THE CONSENT THERETO BY SELLER,
WHICH MAY BE WITHHELD IN SELLER'S ABSOLUTE DISCRETION.
14
14.2
GOVERNING LAW; PARTIES IN INTEREST.
THIS AGREEMENT SHALL BE
GOVERNED BY THE LAW OF THE STATE OF CALIFORNIA AND SHALL BIND AND INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, EXECUTORS,
ADMINISTRATORS, SUCCESSORS, ASSIGNS AND PERSONAL REPRESENTATIVES.
14.3
RECORDING.
NEITHER THIS AGREEMENT NOR ANY NOTICE OR MEMORANDUM
HEREOF SHALL BE RECORDED IN ANY PUBLIC RECORD.
A VIOLATION OF THIS PROHIBITION
SHALL CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT.
14.4
TIME OF THE ESSENCE.
TIME IS OF THE ESSENCE OF THIS AGREEMENT.
14.5
HEADINGS.
THE HEADINGS PRECEDING THE TEXT OF THE SECTIONS AND
SUBSECTIONS HEREOF ARE INSERTED SOLELY FOR CONVENIENCE OF REFERENCE AND SHALL
NOT CONSTITUTE A PART OF THIS AGREEMENT, NOR SHALL THEY AFFECT ITS MEANING,
CONSTRUCTION OR EFFECT.
14.6
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY IN
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
14.7
EXHIBITS.
ALL EXHIBITS WHICH ARE REFERRED TO HEREIN AND WHICH ARE
ATTACHED HERETO OR BOUND SEPARATELY AND INITIALED BY THE PARTIES ARE EXPRESSLY
MADE AND CONSTITUTE A PART OF THIS AGREEMENT.
14.8
SURVIVAL.
UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, THE
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER AND BUYER SHALL TERMINATE AS
OF THE CLOSING AND SHALL BE DEEMED TO HAVE MERGED WITH THE DEED.
THE
WARRANTIES, REPRESENTATIONS AND COVENANTS OF ARTICLE 3 (SUBJECT TO THE
LIMITATIONS IN SECTION 3.7 AND ARTICLE 10), ARTICLE 4, SECTIONS 5.2.2, 5.2.3,
5.9, 9.2, AND ARTICLES 10, 11 & 13 AND SECTION 14.10 HEREOF SHALL SURVIVE THE
CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT.
14.9
ENTIRE AGREEMENT; AMENDMENTS.
THIS AGREEMENT AND THE EXHIBITS
HERETO SET FORTH ALL OF THE PROMISES, COVENANTS, AGREEMENTS, CONDITIONS AND
UNDERTAKINGS BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF, AND SUPERSEDE ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS AND
UNDERSTANDINGS, INDUCEMENTS OR CONDITIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN,
EXCEPT AS CONTAINED HEREIN.
THIS AGREEMENT MAY NOT BE CHANGED ORALLY BUT ONLY
BY AN AGREEMENT IN WRITING, DULY EXECUTED BY OR ON BEHALF OF THE PARTY OR
PARTIES AGAINST WHOM ENFORCEMENT OF ANY WAIVER, CHANGE, MODIFICATION, CONSENT OR
DISCHARGE IS SOUGHT.
14.10
ATTORNEYS' FEES.
IF