A COPY OF THE FULLY
EXECUTED WRITTEN ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE DELIVERED TO
SELLER AT LEAST FIVE (5) DAYS PRIOR TO CLOSING. SELLER'S PRIOR WRITTEN CONSENT
WILL BE REQUIRED FOR ANY OTHER ASSIGNMENT OF THIS AGREEMENT, AND MAY BE WITHHELD
AT SELLER'S DISCRETION.
12.2
HEADINGS.
THE ARTICLE, SECTION, SUBSECTION, PARAGRAPH AND/OR OTHER
HEADINGS OF THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND IN NO WAY LIMIT OR
ENLARGE THE SCOPE OR MEANING OF THE LANGUAGE HEREOF.
12.3
INVALIDITY AND WAIVER.
IF ANY PORTION OF THIS AGREEMENT IS HELD
INVALID OR INOPERATIVE, THEN SO FAR AS IS REASONABLE AND POSSIBLE THE REMAINDER
OF THIS AGREEMENT SHALL BE DEEMED VALID AND OPERATIVE, AND, TO THE GREATEST
EXTENT LEGALLY POSSIBLE, EFFECT SHALL BE GIVEN TO THE INTENT MANIFESTED BY THE
PORTION HELD INVALID OR INOPERATIVE.
THE FAILURE BY EITHER PARTY TO ENFORCE
AGAINST THE OTHER ANY TERM OR PROVISION OF THIS AGREEMENT SHALL NOT BE DEEMED TO
BE A WAIVER OF SUCH PARTY'S RIGHT TO ENFORCE AGAINST THE OTHER PARTY THE SAME OR
ANY OTHER SUCH TERM OR PROVISION IN THE FUTURE.
12.4
GOVERNING LAW.
THIS AGREEMENT SHALL, IN ALL RESPECTS, BE GOVERNED,
CONSTRUED, APPLIED, AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF
ARIZONA.
12.5
SURVIVAL.
SUBJECT TO SECTION 9.3 HEREOF, THE PROVISIONS OF THIS
AGREEMENT THAT CONTEMPLATE PERFORMANCE AFTER THE CLOSING AND THE OBLIGATIONS OF
THE PARTIES NOT FULLY PERFORMED AT THE CLOSING SHALL SURVIVE THE CLOSING AND
SHALL NOT BE DEEMED TO BE MERGED INTO OR WAIVED BY THE INSTRUMENTS OF CLOSING.
12.6
ENTIRETY AND AMENDMENTS.
THIS AGREEMENT EMBODIES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS OF THE PARTIES RELATING TO THE PROPERTY.
THIS AGREEMENT MAY BE
AMENDED OR SUPPLEMENTED ONLY BY AN INSTRUMENT IN WRITING EXECUTED BY THE PARTY
AGAINST WHOM ENFORCEMENT IS SOUGHT.
12.7
TIME.
TIME IS OF THE ESSENCE IN THE PERFORMANCE OF THIS AGREEMENT.
12.8
CONFIDENTIALITY.
PURCHASER SHALL MAKE NO PUBLIC ANNOUNCEMENT OR
DISCLOSURE OF ANY INFORMATION RELATED TO THIS AGREEMENT TO OUTSIDE BROKERS OR
THIRD PARTIES, EXCEPT AS MAY BE REQUIRED BY LAW, BEFORE THE CLOSING, WITHOUT THE
PRIOR WRITTEN SPECIFIC CONSENT OF SELLER; PROVIDED, HOWEVER, THAT PURCHASER MAY,
SUBJECT TO THE PROVISIONS OF SECTION 4.7, MAKE DISCLOSURE OF THIS AGREEMENT TO
ITS PERMITTED OUTSIDE PARTIES AS NECESSARY TO PERFORM ITS OBLIGATIONS HEREUNDER
AND AS MAY BE REQUIRED UNDER LAWS OR REGULATIONS APPLICABLE TO PURCHASER.
12.9
NOTICES.
ALL NOTICES REQUIRED OR PERMITTED HEREUNDER SHALL BE IN
WRITING AND SHALL BE SERVED ON THE PARTIES AT THE ADDRESSES SET FORTH IN
SECTION 1.3.
ANY SUCH NOTICES SHALL, UNLESS OTHERWISE PROVIDED HEREIN, BE GIVEN
OR SERVED (I) BY DEPOSITING THE SAME IN THE UNITED STATES MAIL, POSTAGE PAID,
CERTIFIED AND ADDRESSED TO THE PARTY TO BE NOTIFIED, WITH RETURN RECEIPT
REQUESTED, (II) BY OVERNIGHT DELIVERY USING A NATIONALLY RECOGNIZED OVERNIGHT
COURIER, (III) BY PERSONAL DELIVERY, OR (IV) BY FACSIMILE, EVIDENCED BY
CONFIRMED RECEIPT.
NOTICE DEPOSITED IN THE MAIL OR BY OVERNIGHT DELIVERY IN THE
MANNER HEREINABOVE DESCRIBED