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5489135.1 20 <br />duly and validly delivered and be valid and effective for all purposes. With respect to <br />any signatures delivered via facsimile or other electronic means, each party shall <br />deliver their original ink signatures to the other party promptly following request <br />therefor, provided that failure to deliver such original ink signatures shall not affect the <br />validity of the electronic signatures that were delivered. <br />14.16. No Third Party Benefits. This Contract is made for the sole benefit of Seller and <br />Purchaser and their respective successors and assigns and no other person shall have <br />any right, remedy or legal interest of any kind by reason of this Contract. <br />14.17. Submission not an Offer. The submission of this Contract to any party by Seller shall <br />not be construed as an offer, nor shall Purchaser have any rights with respect thereto, <br />unless and until Seller shall execute a copy of this Contract and deliver the same to <br />Purchaser. <br />14.18. Severability. If any provision of this Contract is determined by a court of competent <br />jurisdiction to be invalid or unenforceable, such determination will not affect the <br />remaining provisions of this Contract, all of which will remain in full force and effect. <br />14.19. Insurance. Purchaser acknowledges that Seller’s insurance policies will not be <br />transferred to Purchaser. <br />14.20. Proposed Tax Free Exchange. Either Purchaser or Seller may desire to close this <br />transaction as a part of a transaction that would qualify under Section 1031 of the <br />Internal Revenue Code for non-recognition treatment (the “Exchange”). Such <br />Exchange may take the form of a “forward exchange” or a “reverse exchange,” as such <br />“reverse exchange” is permitted pursuant to Internal Revenue Service Revenue <br />Procedure 2000-37. At the other party’s request, Purchaser or Seller shall execute such <br />documents and take such other action as may reasonably be requested for the purpose <br />of the Exchange. Such cooperation shall not entail any liability to such party beyond <br />its existing obligations under this Contract and neither party will be required to take <br />title to or contract for the purchase of any other property, nor shall the Closing be <br />delayed as the result of any such exchange. <br />14.21. INDEPENDENT COUNSEL. EACH PARTY TO THIS CONTRACT ADMITS, <br />ACKNOWLEDGES AND REPRESENTS THAT IT HAS HAD THE <br />OPPORTUNITY TO CONSULT WITH AND BE REPRESENTED BY <br />INDEPENDENT COUNSEL OF SUCH PARTY’S CHOICE IN CONNECTION <br />WITH THE NEGOTIATION AND EXECUTION OF THIS CONTRACT. EACH <br />PARTY FURTHER ADMITS, ACKNOWLEDGES AND REPRESENTS THAT IT <br />HAS NOT RELIED ON ANY REPRESENTATION OR STATEMENT MADE BY <br />ANY OF THE ATTORNEYS OR REPRESENTATIVES OF THE OTHER PARTY <br />WITH REGARD TO THE SUBJECT MATTER, BASIS, OR EFFECT OF THIS <br />CONTRACT. <br />14.22. Confidentiality. Purchaser and Seller at all times shall keep the terms and conditions <br />of this Contract, and all documents and information received or obtained in connection <br />with the transaction contemplated hereby, confidential, except to the extent necessary <br />to (a) comply with applicable laws and regulations, (b) discuss the same with such <br />party’s consultants, advisors, lenders and investors, and (c) carry out the obligations set <br />EXHIBIT 1