CONSENT THERETO BY SELLER, WHICH MAY BE WITHHELD IN SELLER'S ABSOLUTE
DISCRETION.
14.2
GOVERNING LAW; PARTIES IN INTEREST. THIS AGREEMENT SHALL BE GOVERNED
BY THE LAW OF THE STATE OF CALIFORNIA AND SHALL BIND AND INURE TO THE BENEFIT OF
THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS,
SUCCESSORS, ASSIGNS AND PERSONAL REPRESENTATIVES.
14.3
RECORDING. UPON BUYER'S WRITTEN REQUEST, SELLER AGREES TO EXECUTE
AND DELIVER A MEMORANDUM OF THIS AGREEMENT, IN FORM AND SUBSTANCE ACCEPTABLE TO
SELLER, TO BE RECORDED IN THE OFFICIAL RECORDS OF ALAMEDA COUNTY, WITH SUCH
MEMORANDUM TO BE PREPARED AND RECORDED AT BUYER'S EXPENSE; PROVIDED, HOWEVER,
THAT AS A CONDITION TO SELLER'S AGREEMENT TO ALLOW BUYER TO RECORD SUCH A
MEMORANDUM IN THE OFFICIAL RECORDS OF ALAMEDA COUNTY, (I) BUYER SHALL NOT RECORD
SUCH MEMORANDUM OTHER THAN BY ARRANGING FOR TITLE COMPANY TO DO SO, (II) AT THE
TIME IT PROVIDES THE MEMORANDUM TO THE TITLE COMPANY, BUYER SHALL ALSO PROVIDE
AN ORIGINAL, EXECUTED AND NOTARIZED RELEASE OF SUCH MEMORANDUM, THE FORM OF
WHICH SHALL BE SUBJECT TO SELLER'S PRIOR WRITTEN APPROVAL, AND (III) BUYER
AGREES AND ACKNOWLEDGES THAT THIS SECTION 14.3 SHALL CONSTITUTE IRREVOCABLE
INSTRUCTIONS TO TITLE COMPANY THAT, IN THE EVENT THIS AGREEMENT IS TERMINATED
FOR ANY REASON WHATSOEVER, TITLE COMPANY SHALL RECORD SUCH RELEASE IN THE
OFFICIAL RECORDS OF ALAMEDA COUNTY WITHOUT THE REQUIREMENT OF ANY FURTHER NOTICE
FROM OR CONSENT BY ANY PARTY.
14.4
TIME OF THE ESSENCE. TIME IS OF THE ESSENCE OF THIS AGREEMENT.
14.5
HEADINGS. THE HEADINGS PRECEDING THE TEXT OF THE SECTIONS AND
SUBSECTIONS HEREOF ARE INSERTED SOLELY FOR CONVENIENCE OF REFERENCE AND SHALL
NOT CONSTITUTE A PART OF THIS AGREEMENT, NOR SHALL THEY AFFECT ITS MEANING,
CONSTRUCTION OR EFFECT.
14.6
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY IN
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
14.7
EXHIBITS. ALL EXHIBITS WHICH ARE REFERRED TO HEREIN AND WHICH ARE
ATTACHED HERETO OR BOUND SEPARATELY AND INITIALED BY THE PARTIES ARE EXPRESSLY
MADE AND CONSTITUTE A PART OF THIS AGREEMENT.
14.8
SURVIVAL. UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, THE
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER AND BUYER SHALL TERMINATE AS
OF THE CLOSING AND SHALL BE DEEMED TO HAVE MERGED WITH THE DEED. THE WARRANTIES,
REPRESENTATIONS AND COVENANTS OF ARTICLE 3 (SUBJECT TO THE LIMITATIONS IN
SECTION 3.7 AND ARTICLE 10), ARTICLE 4, SECTIONS 5.2.2, 5.2.3, 5.9, 9.2, AND
ARTICLES 10, 11 & 13 AND SECTION 14.10 HEREOF SHALL SURVIVE THE CLOSING OR ANY
EARLIER TERMINATION OF THIS AGREEMENT.
14.9
ENTIRE AGREEMENT; AMENDMENTS. THIS AGREEMENT AND THE EXHIBITS HERETO
SET FORTH ALL OF THE PROMISES, COVENANTS, AGREEMENTS, CONDITIONS AND
UNDERTAKINGS BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF, AND SUPERSEDE ALL PRIOR AND
14
CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS, INDUCEMENTS OR CONDITIONS,
EXPRESS OR IMPLIED, ORAL OR WRITTEN, EXCEPT AS CONTAINED HEREIN. THIS AGREEMENT
MAY NOT BE CHANGED ORALLY BUT ONLY BY AN AGREEMENT IN WRITING, DULY EXECUTED BY
OR ON