ALL PRIOR
DISCUSSIONS AND AGREEMENTS BETWEEN SELLER AND PURCHASER WITH RESPECT TO THE
MATTER CONTAINED HEREIN, AND THIS AGREEMENT, TOGETHER WITH THE EXHIBITS AND
SCHEDULES, CONTAINS THE SOLE AND ENTIRE UNDERSTANDING BETWEEN SELLER AND
PURCHASER WITH RESPECT THERETO.
SECTION 34.
MODIFICATIONS.
THIS AGREEMENT MAY NOT BE MODIFIED OR
AMENDED EXCEPT BY AN INSTRUMENT IN WRITING EXECUTED BY OR ON BEHALF OF SELLER
AND PURCHASER.
SECTION 35.
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.
IN NO
EVENT WILL SELLER OR PURCHASER BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY OR
PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES IN CONNECTION WITH THIS AGREEMENT OR
THE TRANSACTION CONTEMPLATED HEREBY.
SECTION 36.
ATTORNEYS' FEES.
IF ANY ACTION OR PROCEEDING IS
COMMENCED BY EITHER PARTY TO ENFORCE THEIR RIGHTS UNDER THIS AGREEMENT OR TO
COLLECT DAMAGES AS A RESULT OF THE BREACH OF ANY OF THE PROVISIONS OF THIS
AGREEMENT, THE PREVAILING PARTY IN SUCH ACTION OR PROCEEDING, INCLUDING ANY
BANKRUPTCY, INSOLVENCY OR APPELLATE PROCEEDINGS, SHALL BE ENTITLED TO RECOVER
ALL REASONABLE COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES AND COURT COSTS, IN ADDITION TO ANY OTHER RELIEF AWARDED BY THE
COURT.
SECTION 37.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEVERAL
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF SUCH
COUNTERPARTS TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
SECTION 38.
JOINT AND SEVERAL.
THE OBLIGATIONS AND LIABILITIES OF
PURCHASER UNDER THIS AGREEMENT, WHICH INCLUDES BOTH ISLAND AND ISLANDIA, ARE
JOINT AND SEVERAL.
SECTION 39.
NO OBLIGATION TO OBTAIN LOAN.
ANY REFERENCES IN THIS
AGREEMENT TO PURCHASER'S LENDER, TO A LOAN TO BE OBTAINED BY PURCHASER OR TO
ANY SIMILAR MATTERS, SHALL NOT BE DEEMED TO OBLIGATE PURCHASER TO OBTAIN ANY
SUCH LOAN TO PURCHASE THE PROPERTY.
SECTION 40.
1031 EXCHANGE.
SELLER WILL, AT THE REQUEST OF
PURCHASER, COOPERATE WITH PURCHASER AS MAY BE NECESSARY OR APPROPRIATE TO
STRUCTURE ITS ACQUISITION OF THE PROPERTY AS A LIKE-KIND EXCHANGE UNDER SECTION
1031 OF THE INTERNAL REVENUE CODE, INCLUDING WITHOUT LIMITATION ACKNOWLEDGING
AND CONSENTING TO THE ASSIGNMENT BY PURCHASER OF THE RIGHTS UNDER THIS AGREEMENT
TO A QUALIFIED INTERMEDIARY; PROVIDED THAT SELLER SHALL NOT BE REQUIRED TO
ACCEPT TITLE TO ANY REAL PROPERTY IN ORDER TO EFFECT SUCH EXCHANGE AND SHALL NOT
BE REQUIRED TO INCUR ANY EXPENSE OR LIABILITY IN PERFORMING ITS OBLIGATIONS
UNDER THIS SECTION 41; AND FURTHER PROVIDED THAT THE ASSIGNING PURCHASER SHALL
NOT BE RELIEVED OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT FROM AND AFTER
SUCH ASSIGNMENT.
SECTION 41.
ESTATE FOR YEARS AND REMAINDERMAN.
(A)
ISLANDIA HEREBY IRREVOCABLY DIRECTS SELLER TO PAY ALL AMOUNTS
PAYABLE TO PURCHASER HEREUNDER TO ISLAND. IF ANY DISPUTE OR UNCERTAINTY ARISES
AS TO WHETHER ISLAND OR ISLANDIA IS ENTITLED TO ANY SUM PAYABLE BY SELLER
HEREUNDER, SELLER WILL BE FULLY PROTECTED UPON PAYMENT THEREOF JOINTLY TO OR FOR
THE ACCOUNT OF ISLAND AND ISLANDIA, OR TO A COURT OF COMPETENT JURISDICTION,
UNTIL A FINAL ORDER OF A COURT HAVING JURISDICTION OF ALL OF THE PARTIES ORDERS
OTHERWISE.
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(B)
ISLAND AND ISLANDIA EACH AFFIRMS AND