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5489135.1 19 <br />successors and permitted assigns. <br />14.9. Entire Agreement. This Contract and the Schedules and Exhibits annexed hereto <br />constitute the entire agreement between the parties hereto with respect to the subject <br />matter hereof, and all understandings and agreements heretofore or simultaneously had <br />between the parties hereto are merged in and are contained in this Contract and said <br />Schedules and Exhibits. <br />14.10. Waiver and Modifications. The provisions of this Contract may not be waived, <br />changed, modified or discharged orally, but only by an agreement in writing signed by <br />the party against which any waiver, change, modification or discharge is sought. <br />14.11. Captions and Titles. The captions or section titles contained in this Contract and the <br />Index, if any, are for convenience and reference only and shall not be deemed a part of <br />the text of this Contract. <br />14.12. Construction. The terms “hereof,” “herein,” and “hereunder,” and words of similar <br />import, shall be construed to refer to this Contract as a whole, and not to any particular <br />article or provision, unless expressly so stated. All words or terms used in this Contract, <br />regardless of the number or gender in which they are used, shall be deemed to include <br />any other number and any other gender as the context may require. <br />14.13. Non-Business Days. The term “Business Day” shall mean a day that is not a Saturday, <br />Sunday or national holiday. If a party is required to perform an act or give a notice on <br />a date that is not a Business Day, the date such performance or notice is due shall be <br />deemed to be the next Business Day. <br />14.14. Governing Law and Jurisdiction; Waiver of Jury Trial. This Contract is to be <br />governed and construed in accordance with the laws of the State of California, without <br />regard to its conflicts of law rules. Purchaser and Seller hereby irrevocably submit to <br />the exclusive jurisdiction of the State and United States District courts located within <br />the County in which the Property is located in respect of any suit or other proceeding <br />brought in connection with or arising out of this Contract, and waive all objections to <br />jurisdiction and venue of such courts. PURCHASER AND SELLER HEREBY <br />WAIVE ANY RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDINGS <br />OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE <br />OTHER IN CONNECTION WITH ANY MATTER WHATSOEVER ARISING OUT <br />OF OR IN ANY WAY CONNECTED WITH THIS CONTRACT, INCLUDING, <br />WITHOUT LIMITATION, THE RELATIONSHIP OF PURCHASER AND SELLER <br />OR ANY CLAIM OF INJURY OR DAMAGE RELATING TO THE FOREGOING <br />OR THE ENFORCEMENT OF ANY REMEDY HEREUNDER. The provisions of <br />this subsection shall survive the Closing or earlier termination of this Contract. <br />14.15. Counterparts; Electronic Signature. This Contract may be executed in two or more <br />counterparts and each of such counterparts, for all purposes, shall be deemed to be an <br />original but all of such counterparts together shall constitute but one and the same <br />instrument, binding upon all parties hereto, notwithstanding that all of such parties may <br />not have executed the same counterpart. The execution of this Contract may be effected <br />by hand written signatures delivered via facsimile, electronic mail or other electronic <br />means (including pdf), and any signatures so delivered shall be deemed to have been <br />EXHIBIT 1