SECTION 13 ABOVE).
18.5
AMENDMENTS.
NO AMENDMENT TO THIS AGREEMENT SHALL
BE BINDING ON ANY OF THE PARTIES HERETO UNLESS SUCH AMENDMENT IS IN WRITING AND
IS EXECUTED BY THE PARTY AGAINST WHOM ENFORCEMENT OF SUCH AMENDMENT IS SOUGHT.
18.6
DATE FOR PERFORMANCE.
IF THE TIME PERIOD BY
WHICH ANY RIGHT, OPTION OR ELECTION PROVIDED UNDER THIS AGREEMENT MUST BE
EXERCISED, OR BY WHICH ANY ACT REQUIRED HEREUNDER MUST BE PERFORMED, OR BY WHICH
THE CLOSING MUST BE HELD, EXPIRES ON A SATURDAY, SUNDAY OR LEGAL OR
33
BANK HOLIDAY, THEN SUCH TIME PERIOD SHALL BE AUTOMATICALLY EXTENDED THROUGH THE
CLOSE OF BUSINESS ON THE NEXT REGULARLY SCHEDULED BUSINESS DAY.
18.7
RECORDING.
SELLER AND BUYER AGREE THAT THEY WILL
NOT RECORD THIS AGREEMENT AND THAT THEY WILL NOT RECORD A SHORT FORM OF THIS
AGREEMENT, EXCEPT IN THE EVENT THAT BUYER TIMELY EXERCISES ITS RIGHT TO FILE AN
ACTION AGAINST SELLER FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT UNDER
SECTION 11.2.
18.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT
ALL OF WHICH, WHEN TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
18.9
TIME OF THE ESSENCE.
TIME SHALL BE OF THE
ESSENCE OF THIS AGREEMENT AND EACH AND EVERY TERM AND CONDITION HEREOF.
18.10
SEVERABILITY.
THIS AGREEMENT IS INTENDED TO BE
PERFORMED IN ACCORDANCE WITH, AND ONLY TO THE EXTENT PERMITTED BY, ALL
APPLICABLE LAWS, ORDINANCES, RULES AND REGULATIONS.
IF ANY TERM OR PROVISION OF
THIS AGREEMENT OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE SHALL
FOR ANY REASON AND TO ANY EXTENT BE HELD TO BE INVALID OR UNENFORCEABLE, THEN
SUCH TERM OR PROVISION SHALL BE IGNORED, AND TO THE MAXIMUM EXTENT POSSIBLE,
THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT, BUT WITHOUT GIVING
EFFECT TO SUCH TERM OR PROVISION.
18.11
ATTORNEYS' FEES.
IN THE EVENT THAT EITHER PARTY SHALL
BRING AN ACTION OR LEGAL PROCEEDING FOR AN ALLEGED BREACH OF ANY PROVISION OF
THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT HEREIN SET
FORTH, OR TO ENFORCE, PROTECT, DETERMINE OR ESTABLISH ANY TERM, COVENANT OR
PROVISION OF THIS AGREEMENT OR THE RIGHTS HEREUNDER OF EITHER PARTY, THE
PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE NON-PREVAILING PARTY, AS
A PART OF SUCH ACTION OR PROCEEDINGS, OR IN A SEPARATE ACTION BROUGHT FOR THAT
PURPOSE, REASONABLE ATTORNEYS' FEES AND COSTS, EXPERT WITNESS FEES AND COURT
COSTS AS MAY BE FIXED BY THE COURT OR JURY.
18.12
LIKE-KIND EXCHANGE.
EACH OF THE PARTIES HERETO
AGREES TO COOPERATE WITH THE OTHER IN EFFECTING AN I.R.C. § 1031 EXCHANGE FOR
ALL OR ANY PART OF THE PROPERTY, INCLUDING EXECUTING AND DELIVERING ANY AND ALL
DOCUMENTS REQUIRED BY THE EXCHANGE TRUSTEE OR INTERMEDIARY; PROVIDED, HOWEVER,
THAT THE COOPERATING PARTY SHALL HAVE NO OBLIGATION TO EXECUTE ANY DOCUMENT,
ENTER ANY TRANSACTION OR ARRANGEMENT OR TAKE OR OMIT ANY OTHER ACTION, IF SUCH
PARTY DETERMINES IN ITS SOLE DISCRETION THAT THE SAME WOULD RESULT