17.10
FURTHER ACTIONS.
THE PARTIES AGREE TO EXECUTE SUCH
INSTRUCTIONS TO THE TITLE COMPANY AND SUCH OTHER INSTRUMENTS AND TO DO SUCH
FURTHER ACTS AS MAY BE REASONABLY NECESSARY TO CARRY OUT THE PROVISIONS OF THIS
AGREEMENT.
SECTION 17.11
NO PARTNERSHIP.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, THIS AGREEMENT SHALL NOT BE DEEMED OR CONSTRUED TO MAKE THE
PARTIES HERETO PARTNERS OR JOINT VENTURERS, IT BEING THE INTENTION OF THE
PARTIES TO MERELY CREATE THE RELATIONSHIP OF SELLER AND PURCHASER WITH RESPECT
TO THE PROPERTY TO BE CONVEYED AS CONTEMPLATED HEREBY.
SECTION 17.12
LIMITATIONS ON BENEFITS.
IT IS THE EXPLICIT INTENTION OF
PURCHASER AND SELLER THAT NO PERSON OR ENTITY OTHER THAN PURCHASER, PURCHASER'S
AFFILIATES, SELLER, SELLER'S AFFILIATES AND THEIR PERMITTED SUCCESSORS AND
ASSIGNS IS OR SHALL BE ENTITLED TO BRING ANY ACTION TO ENFORCE ANY PROVISION OF
THIS AGREEMENT AGAINST ANY OF THE PARTIES HERETO, AND THE COVENANTS,
UNDERTAKINGS AND AGREEMENTS SET FORTH IN THIS AGREEMENT SHALL BE SOLELY FOR THE
BENEFIT OF, AND SHALL BE ENFORCEABLE ONLY BY, PURCHASER, PURCHASER'S AFFILIATES,
SELLER AND SELLER'S AFFILIATES, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AS
PERMITTED HEREUNDER.
EXCEPT AS SET FORTH IN THIS SECTION 17.12, NOTHING
CONTAINED IN THIS AGREEMENT SHALL UNDER ANY CIRCUMSTANCES WHATSOEVER BE DEEMED
OR CONSTRUED, OR BE INTERPRETED, AS MAKING ANY THIRD PARTY A BENEFICIARY OF ANY
TERM OR PROVISION OF THIS AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED
PURSUANT HERETO, AND PURCHASER AND SELLER EXPRESSLY REJECT ANY SUCH INTENT,
CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT.
SECTION 17.13
ASSIGNMENT: BINDING EFFECT.
EXCEPT AS SET FORTH IN THIS
SECTION 17.13, PURCHASER WILL NOT HAVE THE RIGHT TO ASSIGN THIS AGREEMENT;
PURCHASER MAY ASSIGN ALL OF ITS RIGHTS UNDER THIS AGREEMENT TO AN ENTITY WHICH
DIRECTLY OR INDIRECTLY CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL
WITH, ISTAR, INCLUDING, WITHOUT LIMITATION, A SINGLE PURPOSE ENTITY CREATED BY
PURCHASER FOR THE PURPOSE OF HOLDING TITLE TO SELLER'S LLC INTEREST.
PURCHASER
WILL NOTIFY EACH SELLER OF ANY SUCH ASSIGNMENT.
IN THE EVENT OF ANY SUCH
ASSIGNMENTS, WHETHER ACCOMPLISHED AS A MATTER OF RIGHT OR UPON THE CONSENT OF
THE OTHER PARTY, THE ORIGINAL PARTIES TO THIS AGREEMENT SHALL NOT BE RELEASED.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
SECTION 17.14
REMEDIES CUMULATIVE.
EXCEPT AS PROVIDED IN ARTICLE XIII
OF THIS AGREEMENT, ALL RIGHTS, POWERS AND PRIVILEGES CONFERRED HEREUNDER UPON
THE PARTIES IN ANY SPECIFIC SECTION SHALL BE CUMULATIVE BUT NOT RESTRICTIVE OF
THOSE GIVEN IN OTHER SECTIONS OF THIS AGREEMENT AND BY LAW.
SECTION 17.15
FURTHER ASSURANCES.
AT AND AFTER CLOSING, THE PARTIES
SHALL DELIVER TO EACH OTHER ANY ADDITIONAL MATERIALS AND DOCUMENTS WHICH ARE
NECESSARY OR APPROPRIATE TO FURTHER ASSURE, COMPLETE AND DOCUMENT THE
CONSUMMATION OF THE PURCHASE AND SALE CONTEMPLATED HEREIN ON THE TERMS DESCRIBED
HEREIN.
FROM AND AFTER CLOSING, EACH PARTY SHALL AFFORD TO THE OTHER REASONABLE
ACCESS TO ANY INFORMATION IN ITS POSSESSION CONCERNING SELLER'S LLC INTEREST AND
THE OPERATIONS