AGREEMENT AND SHALL
NOT BE CONSTRUED TO MODIFY, EXPLAIN OR ALTER ANY OF THE TERMS, COVENANTS OR
CONDITIONS HEREIN CONTAINED.
(H)
IN ADDITION TO THE ACTS AND DEEDS RECITED
HEREIN AND CONTEMPLATED TO BE PERFORMED, EXECUTED AND DELIVERED BY EACH PARTY,
EACH PARTY SHALL PERFORM, EXECUTE AND DELIVER OR CAUSE TO BE PERFORMED, EXECUTED
AND DELIVERED AT OR AFTER THE CLOSING, ANY AND ALL FURTHER ACTS, DEEDS AND
ASSURANCES AS THE OTHER PARTY OR THE TITLE COMPANY MAY REASONABLY REQUIRE TO
CONSUMMATE THE TRANSACTION CONTEMPLATED HEREIN INCLUDING, WITHOUT LIMITATION,
ANY FILING WITH OR SUBMISSION TO OF DOCUMENTS, STATEMENTS OR OTHER SUBMISSIONS
IN CONNECTION WITH MATTERS RELATING TO THE TRANSACTION CONTEMPLATED HEREIN AND
THE CLOSING (E.G., TRANSFER TAXES, ENVIRONMENTAL CLEARANCES, ETC.). THE
PROVISIONS OF THIS SECTION 21.1(H) SHALL SURVIVE THE CLOSING.
(I)
THIS AGREEMENT SHALL BE INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS
SITUATED WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS, AND PARTNERSHIP,
TRANSFERORS AND ACQUIRER HEREBY AGREE TO SUBMIT TO PERSONAL JURISDICTION IN SUCH
STATE IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.
(J)
PARTNERSHIP, TRANSFERORS AND ACQUIRER
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY
EITHER AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THIS AGREEMENT.
(K)
IF ANY PROVISION OF THIS AGREEMENT SHALL BE
UNENFORCEABLE OR INVALID, THE SAME SHALL NOT AFFECT THE REMAINING PROVISIONS OF
THIS AGREEMENT AND TO THIS END THE PROVISIONS OF THIS AGREEMENT ARE INTENDED TO
BE AND SHALL BE SEVERABLE.
(L)
NEITHER THIS AGREEMENT, NOR THE
TRANSMITTAL OF THIS AGREEMENT TO ACQUIRER, IS OR SHALL BE DEEMED AN OFFER BY
TRANSFERORS TO ENTER INTO THIS AGREEMENT, OR BINDING UPON TRANSFERORS, UNLESS
AND UNTIL THIS AGREEMENT IS FULLY EXECUTED AND DELIVERED BY AND BETWEEN ALL OF
THE PARTIES HERETO.
(M)
BY ITS EXECUTION HEREOF, PARTNERSHIP,
TRANSFERORS AND ACQUIRER EACH ACKNOWLEDGES THAT THIS IS A LEGAL DOCUMENT AND
EACH HAS OBTAINED THE ADVICE OF ITS OWN LEGAL COUNSEL REGARDING THE TRANSACTION
CONTEMPLATED HEREIN, EXAMINATION OF TITLE AND ALL OTHER MATTERS SET FORTH IN
THIS AGREEMENT.
(N)
IF THE LAST DAY OF THE PERIOD PRESCRIBED
HEREIN FOR THE GIVING OF ANY NOTICE, ELECTION, CONSENT, APPROVAL,
DEMAND,
OBJECTION OR REQUEST OR THE SUBMISSION OF ANY DOCUMENTS BY ANY PARTY HEREUNDER
SHALL FALL ON A SATURDAY, SUNDAY OR ANY DAY OBSERVED AS A PUBLIC HOLIDAY BY THE
FEDERAL GOVERNMENT OR THE STATE IN WHICH THE PROPERTY IS SITUATED, THEN SUCH
PERIOD SHALL BE DEEMED TO BE EXTENDED TO THE IMMEDIATELY FOLLOWING DAY WHICH IS
NOT A SATURDAY, SUNDAY OR SUCH PUBLIC HOLIDAY.
(O)
THIS AGREEMENT IS FOR THE SOLE BENEFIT OF
THE PARTIES HERETO, THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS, AND NO
OTHER PERSON OR ENTITY SHALL BE ENTITLED TO RELY UPON OR RECEIVE ANY BENEFIT
FROM THIS AGREEMENT OR ANY TERM HEREOF.
49
SECTION 22.
UNION AGREEMENTS; OTHER
EMPLOYEE MATTERS.
ACQUIRER SHALL, TO THE EXTENT REQUIRED BY LAW, OFFER
EMPLOYMENT TO AND/OR