BE USED IN CONSTRUING THIS
AGREEMENT.
SECTION 24.4.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF VIRGINIA
AND NOT THE CONFLICTS OF LAWS PROVISIONS THEREOF, WITHOUT THE AID OF ANY CUSTOM,
CANON OR RULE OF LAW REQUIRING CONSTRUCTION AGAINST THE DRAFTSMAN.
WITHOUT
LIMITING THE FOREGOING, ANY QUESTIONS RELATING TO THE STATUS OF TITLE AND
CONVEYANCE DOCUMENTS DELIVERED ON THE CLOSING DATE SHALL BE GOVERNED BY THE
INTERNAL LAWS OF THE COMMONWEALTH OF VIRGINIA AND NOT THE CONFLICTS OF LAWS
PROVISIONS THEREOF.
IN ANY SUCH LITIGATION THE PARTIES TO THIS AGREEMENT WAIVE
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT, OR OTHER PROCESS, AND AGREE THAT
SERVICE THEREOF MAY BE MADE AS PROVIDED IN ARTICLE XVII ABOVE.
SECTION 24.5.
REFERENCES.
THE TERMS "HEREOF," "HEREIN," AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT, SHALL BE CONSTRUED TO REFER TO THIS
AGREEMENT AS A WHOLE, AND NOT TO ANY PARTICULAR ARTICLE OR PROVISION, UNLESS
EXPRESSLY SO STATED.
ALL WORDS OR TERMS USED IN THIS AGREEMENT, REGARDLESS OF
THE NUMBER OR GENDER IN WHICH THEY ARE USED, SHALL BE DEEMED TO INCLUDE ANY
OTHER NUMBER AND ANY OTHER GENDER AS THE CONTEXT MAY REQUIRE.
SECTION 24.6.
CERTAIN DEFINITIONS.
THE FOLLOWING TERMS USED BUT NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE FOLLOWING MEANINGS:
(a)
"Business Day" shall mean any day other than a Saturday, Sunday or
bank holiday in the Commonwealth of Virginia or any holiday when the federal
government in the District of Columbia is closed.
(b)
"Person" shall mean any natural person, a partnership, a
corporation, limited liability company, a business trust and any other form of
business or legal entity.
(c)
"Commercially reasonable efforts" as used herein shall not
obligate Sellers to pursue litigation or any other enforcement action or to
incur more than ******** in the
56
aggregate under this Agreement.
Buyer's assertion that Sellers have not
exercised commercially reasonable efforts shall not be the basis for the
declaration of a Seller default hereunder.
SECTION 24.7.
EXHIBITS.
THE EXHIBITS ATTACHED HERETO ARE HEREBY MADE
PART OF THIS AGREEMENT.
SECTION 24.8.
SUCCESSORS AND ASSIGNS.
SUBJECT TO THE PROVISIONS OF
ARTICLE XIX ABOVE, THIS AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED
ASSIGNS.
NONE OF THE PROVISIONS OF THIS AGREEMENT ARE INTENDED TO BE, NOR SHALL
THEY BE CONSTRUED TO BE, FOR THE BENEFIT OF ANY THIRD PARTY EXCEPT FOR THE
RELEASED PARTIES PURSUANT TO THE TERMS HEREOF.
SECTION 24.9.
SURVIVAL.
(A) THE ACCEPTANCE BY BUYER FROM EACH SELLER
OF THE DEEDS AND RELATED CLOSING DOCUMENTS REFERRED TO IN ARTICLE XIII ABOVE
SHALL BE DEEMED TO BE AN ACKNOWLEDGMENT, FOR ALL PURPOSES, OF THE FULL
PERFORMANCE AND DISCHARGE OF EVERY REPRESENTATION, AGREEMENT AND OBLIGATION ON
THE PART OF EACH SELLER TO BE PERFORMED BY IT PURSUANT TO THE PROVISIONS OF THIS
AGREEMENT, EXCEPT FOR THE FOLLOWING PROVISIONS WHICH ARE TO SURVIVE THE CLOSING
(OR, AS APPLICABLE, ANY TERMINATION OF THIS