REMEDIES, POWERS AND
PRIVILEGES INTENDED TO BE CONVEYED TO THE PURCHASER UNDER THIS AGREEMENT AND TO
OTHERWISE MAKE EFFECTIVE THE CONTEMPLATED TRANSACTIONS.
12.7
WAIVER.
NO WAIVER OF ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL
BE DEEMED, OR SHALL CONSTITUTE, A WAIVER OF OTHER PROVISIONS, WHETHER OR NOT
SIMILAR, NOR SHALL ANY WAIVER CONSTITUTE A CONTINUING WAIVER. NO WAIVER SHALL BE
BINDING UNLESS EXECUTED IN WRITING BY THE PARTY MAKING THE WAIVER.
12.8
PAYMENT OF FEES AND EXPENSES.
EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED IN THIS AGREEMENT, EACH SIGNATORY OF THIS AGREEMENT SHALL BE
RESPONSIBLE FOR, AND SHALL PAY, ALL OF ITS OWN FEES AND EXPENSES, INCLUDING
THOSE OF ITS COUNSEL, INCURRED IN THE NEGOTIATION, PREPARATION AND CONSUMMATION
OF THE AGREEMENT AND THE CONTEMPLATED TRANSACTIONS.
12.9
ASSIGNMENTS.
THIS AGREEMENT SHALL NOT BE ASSIGNED BY ANY PARTY
HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO, WHICH
CONSENT THE PARTIES MAY GRANT OR WITHHOLD IN THEIR SOLE AND ABSOLUTE DISCRETION,
EXCEPT THAT THE PURCHASER MAY ASSIGN ANY OR ALL OF THEIR RIGHTS OR OBLIGATIONS
TO ANY OF THEIR RESPECTIVE AFFILIATES AND MAY COLLATERALLY ASSIGN ANY OR ALL OF
THEIR RIGHTS OR OBLIGATIONS HEREUNDER TO A LENDER OF THE PURCHASER.
12.10
BINDING EFFECT.
THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF
THE RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS, AND ASSIGNS OF THE
PARTIES HERETO.
12.11
PUBLIC ANNOUNCEMENTS.
EXCEPT FOR (A) THE NOTICE OF CREDITORS REQUIRED
IN SECTION 11.4 AND ANY NOTIFICATIONS BY THE RECEIVER TO POTENTIAL OVERBIDDERS
TO ENCOURAGE OVERBIDDING, AND (B) ANY DISCLOSURES THE PURCHASER IS REQUIRED TO
MAKE TO THE SECURITIES AND EXCHANGE COMMISSION, CONSISTENT WITH ITS REPORTING
REQUIREMENTS, NO PARTY SHALL MAKE ANY PRESS RELEASE OR PUBLIC ANNOUNCEMENT
CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WITHOUT THE
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PRIOR WRITTEN APPROVAL OF THE OTHER PARTIES, UNLESS A PRESS RELEASE OR PUBLIC
ANNOUNCEMENT IS REQUIRED BY LAW OR ORDER OF THE COURT, OR IS REASONABLY
NECESSARY FOR APPROVAL OF THE TRANSACTIONS CONTEMPLATED HEREIN BY THE COURT.
IF
ANY SUCH ANNOUNCEMENT OR OTHER DISCLOSURE IS REQUIRED BY LAW OR ORDER OF THE
COURT, THE DISCLOSING PARTY SHALL GIVE THE NONDISCLOSING PARTY OR PARTIES PRIOR
NOTICE OF, AND AN OPPORTUNITY TO COMMENT ON, THE PROPOSED DISCLOSURE..
12.12
CONSTRUCTION.
IN THE INTERPRETATION AND CONSTRUCTION OF THIS
AGREEMENT, THE PARTIES ACKNOWLEDGE THAT THE TERMS HEREOF REFLECT EXTENSIVE
NEGOTIATIONS BETWEEN THE PARTIES AND THAT THIS AGREEMENT SHALL NOT BE DEEMED,
FOR THE PURPOSE OF CONSTRUCTION AND INTERPRETATION, DRAFTED BY EITHER PARTY
HERETO.
12.13
GOVERNING LAW; JURISDICTION.
THIS AGREEMENT SHALL BE CONSTRUED,
PERFORMED AND ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF CALIFORNIA IN ACCORDANCE WITH THE LAWS APPLICABLE TO CONTRACTS EXECUTED
IN SUCH STATE (WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS
THEREOF), PROVIDED THAT, THE VALIDITY AND ENFORCEABILITY OF ALL CONVEYANCE
DOCUMENTS OR INSTRUMENTS EXECUTED AND DELIVERED PURSUANT TO THIS AGREEMENT
INSOFAR AS THEY AFFECT TITLE TO REAL PROPERTY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE JURISDICTION IN