SUCH ASSIGNEE TO BUYER. 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.
14.2
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.
16
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. WITHOUT LIMITING THE FOREGOING, THE WARRANTIES, REPRESENTATIONS AND
COVENANTS OF ARTICLE 3 (SUBJECT TO THE LIMITATIONS IN SECTION 3.9 AND
ARTICLE 10), ARTICLE 4, SECTIONS 5.2.2, 5.2.3, 5.9, 9.2, AND ARTICLES 10, 11 &
13, AND SECTIONS 14.10 AND 14.12 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 THERE IS ANY LEGAL ACTION OR
PROCEEDING BETWEEN SELLER AND BUYER ARISING FROM OR BASED UPON THIS AGREEMENT,
THE UNSUCCESSFUL PARTY TO SUCH ACTION OR PROCEEDING SHALL PAY TO THE PREVAILING
PARTY ALL COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS INCURRED BY THE PREVAILING PARTY IN SUCH ACTION OR PROCEEDING AND
IN ANY APPEAL IN CONNECTION THEREWITH, AND SUCH COSTS, EXPENSES, ATTORNEYS' FEES
AND DISBURSEMENTS SHALL BE INCLUDED IN AND AS PART OF SUCH JUDGMENT.
14.11
DOCUMENTARY TRANSFER