PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,
AND ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE OR SIMULTANEOUSLY HAD BETWEEN
THE PARTIES ARE MERGED IN, SUPERSEDED BY AND CONTAINED IN THIS AGREEMENT.
SECTION 24.2.
MODIFICATION. THIS AGREEMENT MAY NOT BE WAIVED, CHANGED, MODIFIED
OR DISCHARGED ORALLY, BUT ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE PARTIES
HERETO; AND ANY CONSENT, WAIVER, APPROVAL OR AUTHORIZATION (OTHER THAN DEEMED
CONSENTS OR APPROVALS) SHALL BE EFFECTIVE ONLY IF SIGNED BY THE PARTY GRANTING
SUCH CONSENT, WAIVER, APPROVAL OR AUTHORIZATION.
SECTION 24.3.
CAPTIONS. THE TABLE OF CONTENTS, CAPTIONS, SECTION AND
ARTICLE TITLES AND EXHIBIT AND SCHEDULE NAMES CONTAINED IN THIS AGREEMENT ARE
FOR CONVENIENCE AND REFERENCE ONLY AND SHALL NOT BE USED IN CONSTRUING THIS
AGREEMENT.
SECTION 24.4.
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF VIRGINIA AND NOT THE
CONFLICTS OF LAWS PROVISIONS THEREOF, WITHOUT THE AID OF ANY CUSTOM, CANON OR
RULE OF LAW REQUIRING CONSTRUCTION AGAINST THE DRAFTSMAN. WITHOUT LIMITING THE
FOREGOING, ANY QUESTIONS RELATING TO THE STATUS OF TITLE AND CONVEYANCE
DOCUMENTS DELIVERED ON THE CLOSING DATE SHALL BE GOVERNED BY THE INTERNAL LAWS
OF THE COMMONWEALTH OF VIRGINIA AND NOT THE CONFLICTS OF LAWS PROVISIONS
THEREOF. IN ANY SUCH LITIGATION THE PARTIES TO THIS AGREEMENT WAIVE PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT, OR OTHER PROCESS, AND AGREE THAT SERVICE
THEREOF MAY BE MADE AS PROVIDED IN ARTICLE XVII ABOVE.
SECTION 24.5.
REFERENCES. THE TERMS "HEREOF," "HEREIN," AND "HEREUNDER" AND
WORDS OF SIMILAR IMPORT, SHALL BE CONSTRUED TO REFER TO THIS AGREEMENT AS A
WHOLE, AND NOT TO ANY PARTICULAR ARTICLE OR PROVISION, UNLESS EXPRESSLY SO
STATED. ALL WORDS OR TERMS USED IN THIS AGREEMENT, REGARDLESS OF THE NUMBER OR
GENDER IN WHICH THEY ARE USED, SHALL BE DEEMED TO INCLUDE ANY OTHER NUMBER AND
ANY OTHER GENDER AS THE CONTEXT MAY REQUIRE.
SECTION 24.6.
CERTAIN DEFINITIONS. THE FOLLOWING TERMS USED BUT NOT OTHERWISE
DEFINED HEREIN SHALL HAVE THE FOLLOWING MEANINGS:
(a)
"Business Day" shall mean any day other than a Saturday, Sunday or
bank holiday in the Commonwealth of Virginia or any holiday when the federal
government in the District of Columbia is closed.
(b)
"Person" shall mean any natural person, a partnership, a
corporation, limited liability company, a business trust and any other form of
business or legal entity.
(c)
"Commercially reasonable efforts" as used herein shall not
obligate Sellers to pursue litigation or any other enforcement action or to
incur more than ******** in the
56
aggregate under this Agreement. Buyer's assertion that Sellers have not
exercised commercially reasonable efforts shall not be the basis for the
declaration of a Seller default hereunder.
SECTION 24.7.
EXHIBITS. THE EXHIBITS ATTACHED HERETO ARE HEREBY MADE PART OF
THIS AGREEMENT.
SECTION 24.8.
SUCCESSORS AND ASSIGNS. SUBJECT TO THE PROVISIONS OF ARTICLE XIX
ABOVE, THIS AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF
THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. NONE
OF