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successors and permitted assigns. 14.9. Entire Agreement. This Contract and the Schedules and Exhibits annexed hereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore or simultaneously had between the parties hereto are merged in and are contained in this Contract and said Schedules and Exhibits. 14.10. Waiver and Modifications. The provisions of this Contract may not be waived, changed, modified or discharged orally, but only by an agreement in writing signed by the party against which any waiver, change, modification or discharge is sought. 14.11. Captions and Titles. The captions or section titles contained in this Contract and the Index, if any, are for convenience and reference only and shall not be deemed a part of the text of this Contract. 14.12. Construction. The terns "hereof," "herein," and "hereunder," and words of similar import, shall be construed to refer to this Contract as a whole, and not to any particular article or provision, unless expressly so stated. All words or terms used in this Contract, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. 14.13. Non -Business Days. The term "Business Day" shall mean a day that is not a Saturday, Sunday or national holiday. If a party is required to perform an act or give a notice on a date that is not a Business Day, the date such performance or notice is due shall be deemed to be the next Business Day. 14.14. Governing Law and Jurisdiction; Waiver of Jury Trial. This Contract is to be governed and construed in accordance with the laws of the State of California, without regard to its conflicts of law rules. Purchaser and Seller hereby irrevocably submit to the exclusive jurisdiction of the State and United States District courts located within the County in which the Property is located in respect of any suit or other proceeding brought in connection with or arising out of this Contract, and waive all objections to jurisdiction and venue of such courts. PURCHASER AND SELLER HEREBY WAIVE ANY RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDINGS OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER IN CONNECTION WITH ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS CONTRACT, INCLUDING, WITHOUT LIMITATION, THE RELATIONSHIP OF PURCHASER AND SELLER OR ANY CLAIM OF INJURY OR DAMAGE RELATING TO THE FOREGOING OR THE ENFORCEMENT OF ANY REMEDY HEREUNDER. The provisions of this subsection shall survive the Closing or earlier termination of this Contract. 14.15. Counterparts; Electronic Signature. This Contract may be executed in two or more counterparts and each of such counterparts, for all purposes, shall be deemed to be an original but all of such counterparts together shall constitute but one and the same instrument, binding upon all parties hereto, notwithstanding that all of such parties may not have executed the same counterpart. The execution of this Contract may be effected by hand written signatures delivered via facsimile, electronic mail or other electronic means (including pdf), and any signatures so delivered shall be deemed to have been 5489135.2 19