ANY APPLICABLE LAWS (INCLUDING, WITHOUT
LIMITATION, ANY ENVIRONMENTAL LAWS) OR ANY AND ALL OTHER ACTS, OMISSIONS,
EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.
THE PROVISIONS OF THIS
SECTION 17.1 SHALL NOT APPLY, HOWEVER, IN THE EVENT OF ANY FRAUD.
17.2
EFFECT AND SURVIVAL OF DISCLAIMER.
SELLER AND BUYER ACKNOWLEDGE
THAT THE COMPENSATION TO BE PAID TO SELLER FOR THE PROPERTY REFLECTS THAT THE
PROPERTY IS BEING SOLD SUBJECT TO THE PROVISIONS OF THIS SECTION 17, AND SELLER
AND BUYER AGREE THAT THE PROVISIONS OF THIS SECTION 17 SHALL SURVIVE CLOSING
INDEFINITELY.
SECTION 18.
MISCELLANEOUS.
18.1
GOVERNING LAW; HEADINGS; RULES OF CONSTRUCTION.
THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE IN WHICH THE PROPERTY IS LOCATED, WITHOUT REFERENCE TO THE CONFLICTS OF
LAWS OR CHOICE OF LAW PROVISIONS THEREOF.
THE TITLES OF SECTIONS AND
SUBSECTIONS HEREIN HAVE BEEN INSERTED AS A MATTER OF CONVENIENCE OF REFERENCE
ONLY AND SHALL NOT CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE
TERMS OR PROVISIONS HEREIN.
ALL REFERENCES HEREIN TO THE SINGULAR SHALL INCLUDE
THE PLURAL, AND VICE VERSA.
THE PARTIES AGREE THAT THIS AGREEMENT IS THE RESULT
OF NEGOTIATION BY THE PARTIES, EACH OF WHOM WAS REPRESENTED BY COUNSEL, AND
THUS, THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST THE MAKER THEREOF.
18.2
NO WAIVER.
NEITHER THE FAILURE OF EITHER PARTY TO EXERCISE ANY
POWER GIVEN SUCH PARTY HEREUNDER OR TO INSIST UPON STRICT COMPLIANCE BY THE
OTHER PARTY WITH ITS OBLIGATIONS HEREUNDER, NOR ANY CUSTOM OR PRACTICE OF THE
PARTIES AT VARIANCE WITH THE TERMS HEREOF SHALL CONSTITUTE A WAIVER OF EITHER
PARTY'S RIGHT TO DEMAND EXACT COMPLIANCE WITH THE TERMS HEREOF.
18.3
ENTIRE AGREEMENT.
EXCEPT FOR BOTH THE CONFIDENTIALITY AGREEMENT
AND THE AIA, THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES HERETO
WITH RESPECT TO THE PROPERTY AND ANY OTHER PRIOR UNDERSTANDINGS OR AGREEMENTS
ARE MERGED HEREIN AND NO REPRESENTATIONS, INDUCEMENTS, PROMISES OR AGREEMENTS,
ORAL OR OTHERWISE, BETWEEN THE PARTIES NOT EMBODIED HEREIN OR INCORPORATED
HEREIN BY REFERENCE SHALL BE OF ANY FORCE OR EFFECT.
IN THE EVENT OF ANY
CONFLICT, HOWEVER, BETWEEN THE TERMS AND PROVISIONS OF THE CONFIDENTIALITY
AGREEMENT AND THOSE OF THIS AGREEMENT, THE TERMS AND PROVISIONS OF THIS
AGREEMENT SHALL CONTROL IN ALL EVENTS.
18.4
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON AND SHALL
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS,
EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS
(SUBJECT TO SECTION 13 ABOVE).
18.5
AMENDMENTS.
NO AMENDMENT TO THIS AGREEMENT SHALL BE BINDING ON ANY
OF THE PARTIES HERETO UNLESS SUCH AMENDMENT IS IN WRITING AND IS EXECUTED BY THE
PARTY AGAINST WHOM ENFORCEMENT OF SUCH AMENDMENT IS SOUGHT.
18.6
DATE FOR PERFORMANCE.
IF THE TIME PERIOD BY WHICH ANY RIGHT,
OPTION OR ELECTION PROVIDED UNDER THIS AGREEMENT MUST BE EXERCISED, OR BY WHICH
ANY ACT REQUIRED HEREUNDER MUST BE PERFORMED, OR BY WHICH THE CLOSING MUST BE
HELD, EXPIRES ON A SATURDAY, SUNDAY OR LEGAL OR
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