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 IN ANY LIABILITY, COST, EXPENSE,
INCREASED RISK, DELAY OR OTHER DETRIMENT TO THE COOPERATING PARTY.
18.13
PUBLICITY.
BETWEEN THE EFFECTIVE DATE AND THE CLOSING, SELLER AND
BUYER SHALL DISCUSS AND COORDINATE WITH RESPECT TO ANY PUBLIC FILING OR
ANNOUNCEMENT CONCERNING THE PURCHASE AND SALE AS CONTEMPLATED HEREUNDER.
18.14
WAIVER OF TRIAL BY JURY.
SELLER AND BUYER HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR
COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO, THIS
AGREEMENT.
THE PROVISIONS OF