SHALL BE EFFECTIVE UPON DEPOSIT.
NOTICE GIVEN IN
ANY OTHER MANNER SHALL BE EFFECTIVE WHEN RECEIVED BY THE PARTY TO BE NOTIFIED,
AS EVIDENCED BY A VERIFIED CONFIRMATION (FOR FACSIMILE) OR BY SIGNED DELIVERY
SLIP (FOR PERSONAL DELIVERY).
A PARTY'S ADDRESS MAY BE CHANGED BY WRITTEN
NOTICE TO THE OTHER PARTY; PROVIDED, HOWEVER, THAT NO NOTICE OF A CHANGE OF
ADDRESS SHALL BE EFFECTIVE UNTIL ACTUAL RECEIPT OF SUCH NOTICE.
COPIES OF
NOTICES ARE FOR INFORMATIONAL PURPOSES ONLY, AND A FAILURE TO GIVE OR RECEIVE
COPIES OF ANY NOTICE SHALL NOT BE DEEMED A FAILURE TO GIVE NOTICE.
NOTICES
GIVEN BY COUNSEL TO THE PURCHASER SHALL BE DEEMED GIVEN BY PURCHASER AND NOTICES
GIVEN BY COUNSEL TO THE SELLER SHALL BE DEEMED GIVEN BY SELLER.
12.10
CONSTRUCTION.
THE PARTIES ACKNOWLEDGE THAT THE PARTIES AND THEIR
COUNSEL HAVE REVIEWED AND REVISED THIS AGREEMENT AND AGREE 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.
12.11
CALCULATION OF TIME PERIODS.
UNLESS OTHERWISE SPECIFIED, IN
COMPUTING ANY PERIOD OF TIME DESCRIBED HEREIN, 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 FOR NATIONAL BANKS IN THE LOCATION WHERE THE
PROPERTY IS LOCATED, IN WHICH EVENT THE PERIOD SHALL RUN UNTIL THE END OF THE
NEXT DAY WHICH IS NEITHER A SATURDAY, SUNDAY, OR LEGAL HOLIDAY.
THE LAST DAY OF
ANY PERIOD OF TIME DESCRIBED HEREIN SHALL BE DEEMED TO END AT 5:00 P.M. LOCAL
TIME IN THE STATE OF ARIZONA.
12.12
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, AND ALL
OF SUCH COUNTERPARTS SHALL CONSTITUTE ONE AGREEMENT.
TO FACILITATE EXECUTION OF
THIS AGREEMENT, THE PARTIES MAY EXECUTE AND EXCHANGE FACSIMILE COUNTERPARTS OF
THE SIGNATURE PAGES, PROVIDED THAT EXECUTED ORIGINALS THEREOF ARE FORWARDED TO
THE OTHER PARTY ON THE SAME DAY BY ANY OF THE DELIVERY METHODS SET FORTH IN
SECTION 12.9 OTHER THAN FACSIMILE.
12.13
NO RECORDATION.
WITHOUT THE PRIOR WRITTEN CONSENT OF SELLER,
PURCHASER SHALL NOT RECORD OR CAUSE THE RECORDATION OF EITHER THIS AGREEMENT OR
ANY MEMORANDUM HEREOF, OR ANY AFFIDAVIT PERTAINING HERETO, WITHOUT THE PRIOR
WRITTEN CONSENT OF SELLER, WHICH CONSENT MAY BE ARBITRARILY WITHHELD AT SELLER'S
DISCRETION.
ANY SUCH RECORDATION SHALL CONSTITUTE A DEFAULT
HEREUNDER BY PURCHASER, WHEREUPON SELLER SHALL HAVE THE REMEDIES SET FORTH IN
SECTION 10.1 HEREOF, AS WELL AS THE RIGHT TO TAKE APPROPRIATE ACTION TO REMOVE
ANY SUCH CLOUD ON THE TITLE TO THE REAL PROPERTY.
12.14
FURTHER ASSURANCES.
IN ADDITION TO THE ACTS AND DEEDS RECITED HEREIN
AND CONTEMPLATED TO BE PERFORMED, EXECUTED AND/OR DELIVERED BY EITHER PARTY AT
CLOSING, EACH