notices are for informational purposes only, and a failure to give or receive
copies of any notice shall not be deemed a failure to give notice.
9.6
TIME OF ESSENCE.
TIME IS OF THE ESSENCE OF THIS AGREEMENT.
9.7
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
9.8
CAPTIONS.
THE CAPTIONS IN THIS AGREEMENT ARE INSERTED FOR
CONVENIENCE OF REFERENCE AND IN NO WAY DEFINE, DESCRIBE OR LIMIT THE SCOPE OR
INTENT OF THIS AGREEMENT OR ANY OF THE PROVISIONS HEREOF.
9.9
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE LEGAL REPRESENTATIVES,
SUCCESSORS AND PERMITTED ASSIGNS.
9.10
ENTIRE AGREEMENT; MODIFICATIONS.
THIS AGREEMENT CONTAINS THE
ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO THE TRANSACTIONS CONTEMPLATED
HEREBY AND ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS,
REPRESENTATIONS OR STATEMENTS, ORAL OR WRITTEN, ARE SUPERSEDED HEREBY.
NO
WAIVER, MODIFICATION AMENDMENT, DISCHARGE OR CHANGE OF THIS AGREEMENT SHALL BE
VALID UNLESS THE SAME IS IN WRITING AND SIGNED BY THE PARTY AGAINST WHICH THE
ENFORCEMENT OF SUCH MODIFICATION, WAIVER, AMENDMENT DISCHARGE OR CHANGE IS
SOUGHT.
9.11
PARTIAL INVALIDITY.
ANY PROVISION OF THIS AGREEMENT WHICH IS
UNENFORCEABLE OR INVALID OR THE INCLUSION OF WHICH WOULD AFFECT THE VALIDITY,
LEGALITY OR ENFORCEMENT OF THIS AGREEMENT SHALL BE OF NO EFFECT, BUT ALL THE
REMAINING PROVISIONS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
9.12
DISCHARGE OF OBLIGATIONS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, THE ACCEPTANCE OF THE DEED BY PURCHASER AT CLOSING SHALL BE DEEMED TO BE
A FULL PERFORMANCE AND DISCHARGE OF EVERY REPRESENTATION, WARRANTY AND COVENANT
MADE BY SELLER HEREIN AND EVERY AGREEMENT AND OBLIGATION ON THE PART OF SELLER
TO BE PERFORMED PURSUANT TO THE PROVISIONS HEREOF, AND SUCH REPRESENTATIONS,
WARRANTIES AND COVENANTS SHALL BE DEEMED TO MERGE INTO THE DOCUMENTS DELIVERED
AT CLOSING. THE PRECEDING SENTENCE SHALL NOT BE CONSTRUED TO BE APPLICABLE TO
ANY REPRESENTATION, WARRANTY OR COVENANT MADE BY SELLER IN ANY DOCUMENTS
EXECUTED BY SELLER AT CLOSING, IT BEING AGREED THAT THERE SHALL BE NO MERGER OF
THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN THE DOCUMENTS
EXECUTED BY SELLER AT CLOSING.
9.13
ASSIGNMENT OF THIRD PARTY CLAIMS.
IN CONSIDERATION OF THE
COVENANTS CONTAINED HEREIN AND PAYMENT BY PURCHASER OF THE PURCHASE PRICE,
SELLER SHALL BE DEEMED TO HAVE CONVEYED TO PURCHASER AT CLOSING SELLER'S
INTEREST IN ANY CLAIMS AND CAUSES OF ACTION SELLER MAY HAVE AGAINST THIRD
PARTIES (OTHER THAN PURCHASER OR ANY TENANT OF THE PROPERTY) ARISING OUT OF
SELLER'S ACQUISITION OR OWNERSHIP OF THE PROPERTY.
PURCHASER HEREBY AGREES TO
INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, LOSSES, DAMAGES OF ANY KIND, AND CAUSES OF ACTION SELLER MAY SUFFER AS
A RESULT OF
18
ACTIONS TAKEN BY PURCHASER WITH REGARD TO THIRD PARTY CLAIMS AND CAUSES OF
ACTION ASSIGNED TO PURCHASER PURSUANT TO THE