the Addendum attached hereto and the Related
Purchase Agreements.
29
12.12
Time of Essence.
Time is of the essence of this Agreement.
12.13
Counterparts.
This Agreement may be signed in multiple
counterparts which, when duly delivered and taken together, shall constitute a
binding Agreement between all parties.
12.14
Exhibits and Addendum.
All exhibits and the addendum attached to
this Agreement are incorporated herein by reference.
12.15
Cooperation of Parties.
Each party agrees to sign any other and
further instruments and documents and take such other actions as may be
reasonably necessary or proper in order to accomplish the intent of this
Agreement.
12.16
No Third Party Beneficiaries.
Except as otherwise expressly
provided herein, the provisions of this Agreement are intended to be solely for
the benefit of the parties hereto, and the execution and delivery of this
Agreement shall not be deemed to confer any rights upon, nor obligate any of the
parties hereunder, to any person or entity other than the parties to this
Agreement.
12.17
Dates.
If, pursuant to this Agreement, any date indicated herein
falls on an official United States holiday, or a Saturday or Sunday, the date so
indicated shall mean the next business day following such date.
12.18
Waiver of Trial by Jury. BUYER AND SELLERS EACH ACKNOWLEDGE THAT
IT HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHTS TO
TRIAL BY JURY UNDER THE CONSTITUTION OF THE UNITED STATES AND THE STATE OF
CALIFORNIA AND THE STATE IN WHICH ANY PROPERTY IS LOCATED.
BUYER AND SELLERS
EACH HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT (OR ANY AGREEMENT
FORMED PURSUANT TO THE TERMS HEREOF) OR (ii) IN ANY MANNER CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF BUYER AND SELLERS WITH RESPECT TO THIS
AGREEMENT (OR ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF) OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,
OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREINAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE;
BUYER AND SELLERS EACH HEREBY AGREES AND CONSENTS THAT, SUBJECT TO SECTION
12.19, ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY A
COURT TRIAL WITHOUT A JURY, AND THAT EITHER PARTY MAY FILE A COPY OF THIS
SECTION WITH ANY COURT AS CONCLUSIVE EVIDENCE OF THE CONSENT OF EACH SUCH PARTY
TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
30
BUYER'S INITIALS:
/s/ EM
SELLERS INITIALS:
/s/ BM
/s/ BM
/s/BM
/s/ BM
/s/
BM
/s/BM
12.19
Arbitration of Disputes.
(a)
EXCEPT AS PROVIDED IN SECTION 12.19(b) BELOW, ANY CONTROVERSY,
DISPUTE OR CLAIM OF WHATSOEVER NATURE ARISING OUT OF, IN CONNECTION WITH, OR IN
RELATION TO THE INTERPRETATION, PERFORMANCE OR BREACH OF THIS AGREEMENT,
INCLUDING ANY CLAIM BASED ON CONTRACT, TORT OR STATUTE, SHALL BE DETERMINED BY
FINAL AND BINDING, CONFIDENTIAL