APPLICABLE LAW,
THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
20.
LIMITATION OF LIABILITY.
NOTICE IS HEREBY GIVEN THAT ALL PERSONS
DEALING WITH SELLER SHALL LOOK TO THE ASSETS OF SELLER FOR THE ENFORCEMENT OF
ANY CLAIM AGAINST SELLER, AS NONE OF THE MEMBERS, MANAGERS, OFFICERS, EMPLOYEES
AND SHAREHOLDERS OF SELLER ASSUME ANY PERSONAL LIABILITY FOR OBLIGATIONS ENTERED
INTO BY OR ON BEHALF OF SELLER.
21.
PROCEDURE FOR INDEMNITY.
THE FOLLOWING PROVISIONS GOVERN ACTIONS
FOR INDEMNITY UNDER THIS AGREEMENT.
PROMPTLY AFTER RECEIPT BY AN INDEMNITEE OF
NOTICE OF ANY CLAIM, SUCH INDEMNITEE WILL, IF A CLAIM IN RESPECT THEREOF IS TO
BE MADE AGAINST THE INDEMNITOR, DELIVER TO THE INDEMNITOR WRITTEN NOTICE THEREOF
AND THE INDEMNITOR SHALL HAVE THE RIGHT TO PARTICIPATE IN SUCH PROCEEDING AND,
IF THE INDEMNITOR AGREES IN WRITING THAT IT WILL BE RESPONSIBLE FOR ANY COSTS,
EXPENSES, JUDGMENTS, DAMAGES, AND LOSSES INCURRED BY THE INDEMNITEE WITH RESPECT
TO SUCH CLAIM, TO ASSUME THE DEFENSE THEREOF, WITH COUNSEL MUTUALLY SATISFACTORY
TO THE PARTIES; PROVIDED, HOWEVER, THAT AN INDEMNITEE SHALL HAVE THE RIGHT TO
RETAIN ITS OWN COUNSEL, WITH THE FEES AND EXPENSES TO BE PAID BY THE INDEMNITOR,
IF THE INDEMNITEE REASONABLY BELIEVES THAT REPRESENTATION OF SUCH INDEMNITEE BY
THE COUNSEL RETAINED BY THE INDEMNITOR WOULD BE INAPPROPRIATE DUE TO ACTUAL OR
POTENTIAL DIFFERING INTERESTS BETWEEN SUCH INDEMNITEE AND ANY OTHER PARTY
REPRESENTED BY SUCH COUNSEL IN SUCH PROCEEDING.
THE FAILURE OF INDEMNITEE TO
DELIVER WRITTEN NOTICE TO THE INDEMNITOR WITHIN A REASONABLE TIME AFTER
INDEMNITEE RECEIVES NOTICE OF ANY SUCH CLAIM SHALL RELIEVE SUCH INDEMNITOR OF
ANY LIABILITY TO THE INDEMNITEE UNDER THIS INDEMNITY ONLY IF AND TO THE EXTENT
THAT SUCH FAILURE IS PREJUDICIAL TO ITS ABILITY TO DEFEND SUCH ACTION, AND THE
OMISSION SO TO DELIVER WRITTEN NOTICE TO THE INDEMNITOR WILL NOT RELIEVE IT OF
ANY OTHER LIABILITY THAT IT MAY HAVE TO ANY INDEMNITEE.
IF AN INDEMNITEE
SETTLES A CLAIM WITHOUT THE PRIOR WRITTEN CONSENT OF THE INDEMNITOR, THEN THE
20
INDEMNITOR SHALL BE RELEASED FROM LIABILITY WITH RESPECT TO SUCH CLAIM UNLESS
THE INDEMNITOR HAS UNREASONABLY WITHHELD SUCH CONSENT.
22.
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 WHERE THE PROPERTY IS LOCATED UNLESS OTHERWISE NOTED.
23.
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED