HAVE
BEEN ONCE EXTENDED AS A RESULT OF DEFAULT BY A PARTY, SUCH PARTY SHALL BE NOT BE
ENTITLED TO ANY FURTHER NOTICE OR CURE RIGHTS WITH RESPECT TO THAT OR ANY OTHER
DEFAULT. FOR PURPOSES OF THIS SECTION 12.6, A "PENDING DEFAULT" SHALL BE A
DEFAULT FOR WHICH (I) WRITTEN NOTICE WAS GIVEN BY THE NON-DEFAULTING PARTY, AND
(II) THE CURE PERIOD EXTENDS BEYOND THE SCHEDULED CLOSING DATE.
12.7.
NO PUBLIC DISCLOSURE. EXCEPT FOR FILINGS REQUIRED BY LAW,
INCLUDING, WITHOUT LIMITATION, FILINGS WITH THE SECURITIES EXCHANGE COMMISSION,
PURCHASER AND SELLER SHALL MAKE NO PUBLIC DISCLOSURE OF THE TERMS OF THIS
TRANSACTION, EITHER BEFORE OR AFTER CLOSING, WITHOUT THE PRIOR WRITTEN CONSENT
OF SELLER AND PURCHASER, EXCEPT THAT PURCHASER AND SELLER MAY ALSO DISCUSS THE
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TRANSACTION IN CONFIDENCE WITH PROPOSED JOINT VENTURERS OR PROSPECTIVE
MORTGAGEES AND PURCHASER MAY DISCLOSE SAME TO ITS AUDITORS AND OUTSIDE COUNSEL,
SECURITIES REGULATORS AND OTHER GOVERNMENTAL AGENCIES.
12.8.
CAPTIONS. THE CAPTIONS IN THIS AGREEMENT ARE INSERTED ONLY AS A
MATTER OF CONVENIENCE AND FOR REFERENCE AND IN NO WAY DEFINE, LIMIT OR DESCRIBE
THE SCOPE OF THIS AGREEMENT OR THE SCOPE OR CONTENT OF ANY OF IT PROVISIONS.
12.9.
ATTORNEYS' FEES. IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS
AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO REASONABLE ATTORNEYS' FEES
AND COSTS.
12.10.
NO PARTNERSHIP. NOTHING CONTAINED IN THIS AGREEMENT SHALL BE
CONSTRUED TO CREATE A PARTNERSHIP OR JOINT VENTURE BETWEEN THE PARTIES OR THEIR
SUCCESSORS IN INTEREST.
12.11.
TIME OF ESSENCE. TIME IS OF THE ESSENCE IN THIS AGREEMENT.
12.12.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED AND DELIVERED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SO EXECUTED AND DELIVERED SHALL BE DEEMED
TO BE AN ORIGINAL AND ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
12.13.
RECORDATION. PURCHASER AND SELLER AGREE NOT TO RECORD THIS AGREEMENT
OR ANY MEMORANDUM HEREOF.
12.14.
PROPER EXECUTION. THE SUBMISSION BY SELLER TO PURCHASER OF THIS
AGREEMENT IN UNSIGNED FORM SHALL BE DEEMED TO BE A SUBMISSION SOLELY FOR
PURCHASER'S CONSIDERATION AND NOT FOR ACCEPTANCE AND EXECUTION. SUCH SUBMISSION
SHALL HAVE NO BINDING FORCE AND EFFECT, SHALL NOT CONSTITUTE AN OPTION, AND
SHALL NOT CONFER ANY RIGHTS UPON PURCHASER OR IMPOSE ANY OBLIGATIONS UPON SELLER
IRRESPECTIVE OF ANY RELIANCE THEREON, CHANGE OF POSITION OR PARTIAL PERFORMANCE.
THE SUBMISSION BY SELLER OF THIS AGREEMENT FOR EXECUTION BY PURCHASER AND THE
ACTUAL EXECUTION AND DELIVERY THEREOF BY PURCHASER TO SELLER SHALL SIMILARLY
HAVE NO BINDING FORCE AND EFFECT ON SELLER UNLESS AND UNTIL SELLER SHALL HAVE
EXECUTED THIS AGREEMENT AND THE DEPOSIT SHALL HAVE BEEN RECEIVED BY THE TITLE
COMPANY AND A COUNTERPART THEREOF SHALL HAVE BEEN DELIVERED TO PURCHASER.
12.15.
TAX PROTEST. IF, AS A RESULT OF ANY TAX PROTEST OR OTHERWISE, ANY
REFUND IS PAID OR REDUCTION OF ANY REAL PROPERTY OR OTHER TAX OR ASSESSMENT IS
MADE AVAILABLE RELATING TO THE PROPERTY WITH RESPECT TO ANY PERIOD FOR WHICH,
UNDER THE TERMS OF THIS AGREEMENT, SELLER IS RESPONSIBLE, SELLER SHALL BE
ENTITLED