THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND INCORPORATES AND
SUPERSEDES ALL PRIOR NEGOTIATIONS AND DISCUSSIONS BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE SOLELY TO THE BENEFIT OF EACH PARTY HERETO AND THEIR SUCCESSORS AND
ASSIGNS, AND NOTHING IN THE AGREEMENT EXPRESS OR IMPLIED, IS INTENDED TO CONFER
UPON ANY OTHER PERSON ANY RIGHTS OR REMEDIES OF ANY NATURE WHATSOEVER UNDER OR
BY REASON OF THIS AGREEMENT.
28.2.
THIS AGREEMENT CANNOT BE AMENDED, WAIVED OR
TERMINATED ORALLY, BUT ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE PARTY TO BE
CHARGED.
28.3.
THIS AGREEMENT SHALL BE INTERPRETED AND GOVERNED BY
THE LAWS OF THE STATE OF MARYLAND AND SHALL BE BINDING UPON THE PARTIES HERETO
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
THE PARTIES HERETO HEREBY SUBMIT,
AND WAIVE ANY OBJECTIONS, TO THE JURISDICTION OF THE COURTS OF THE STATE OF
MARYLAND AND OF THE COURTS OF THE UNITED STATES OF AMERICA SITUATED IN THE STATE
OF MARYLAND.
28.4.
THE CAPTION HEADINGS IN THIS AGREEMENT ARE FOR
CONVENIENCE ONLY AND ARE NOT INTENDED TO BE PART OF THIS AGREEMENT AND SHALL NOT
BE CONSTRUED TO MODIFY, EXPLAIN OR ALTER ANY OF THE TERMS, COVENANTS OR
CONDITIONS HEREIN CONTAINED.
28.5.
IF ANY TERM, COVENANT OR CONDITION OF THIS
AGREEMENT IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THIS
AGREEMENT SHALL BE CONSTRUED WITHOUT SUCH PROVISION.
28.6.
PRIOR TO AND AFTER THE CLOSING, EACH PARTY SHALL,
FROM TIME TO TIME, EXECUTE, ACKNOWLEDGE AND DELIVER SUCH FURTHER INSTRUMENTS, IN
RECORDABLE FORM, IF NECESSARY, AND PERFORM SUCH ADDITIONAL ACTS, AS THE OTHER
PARTY MAY REASONABLY REQUEST IN ORDER TO EFFECTUATE THE INTENT OF THIS
AGREEMENT, WITHIN THIRTY (30) DAYS OF THE REQUEST.
EXCEPT WITH RESPECT TO
CONTRIBUTORS' ADMISSION TO MCRLP AS LIMITED PARTNERS AS CONTEMPLATED HEREIN,
NOTHING CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO CREATE ANY RIGHTS OR
OBLIGATIONS OF PARTNERSHIP, JOINT VENTURE OR
63
similar association between Contributor and MCRLP
This Agreement shall be given
a fair and reasonable construction in accordance with the intentions of the
parties hereto, and without regard to or aid of canons requiring construction
against the Contributors, MCRLP or the party whose counsel drafted this
Agreement. The provisions of this Section shall survive the Closing.
28.7.
THIS AGREEMENT SHALL NOT BE EFFECTIVE OR BINDING
UNTIL SUCH TIME AS IT HAS BEEN EXECUTED AND DELIVERED BY ALL PARTIES HERETO.
THIS AGREEMENT MAY BE EXECUTED BY THE PARTIES HERETO IN COUNTERPARTS, ALL OF
WHICH TOGETHER SHALL CONSTITUTE A SINGLE AGREEMENT.
28.8.
ALL REFERENCES HEREIN TO ANY SECTION, EXHIBIT OR
SCHEDULE SHALL BE TO THE SECTIONS OF THIS AGREEMENT AND TO THE EXHIBITS AND
SCHEDULES ANNEXED HERETO UNLESS THE CONTEXT CLEARLY DICTATES OTHERWISE.
ALL OF
THE EXHIBITS ANNEXED HERETO ARE, BY THIS REFERENCE, INCORPORATED HEREIN.
28.9.
WHENEVER USED HEREIN, THE SINGULAR NUMBER SHALL
INCLUDE THE PLURAL, THE PLURAL SHALL INCLUDE THE SINGULAR, AND THE USE OF ANY
GENDER SHALL