|
Agreement, or any of its rights or obligations hereunder, without prior written consent of Seller.
<br /> No transfer or assignment in violation of the provisions hereof shall be valid or enforceable.
<br /> Subject to the foregoing, this Agreement and the terms and provisions hereof shall inure to the
<br /> benefit of and shall be binding upon the successors and assigns of the parties.
<br /> 9.3 No Third Party Beneficiaries. Notwithstanding any provision contained in
<br /> this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an
<br /> agreement for the sale of assets and none of the provisions hereof shall be deemed to create any
<br /> obligation or liability of any person that is not a Party, whether under a third-party beneficiary
<br /> theory, laws relating to transferee liabilities or otherwise. Buyer shall not assume and shall not be
<br /> obligated to discharge or be liable for any debts, liabilities or obligations of Seller including,but
<br /> not limited to, any (a)liabilities or obligations of Seller to its creditors, shareholders, members,
<br /> partners,managers,or owners,(b) liabilities or obligations of Seller with respect to any acts,events
<br /> or transactions occurring prior to, on or after the Close of Escrow, (c) liabilities or obligations of
<br /> Seller for any federal, state, county or local taxes, or(d) any contingent liabilities or obligations of
<br /> Seller, whether known or unknown by Seller or Buyer. Buyer shall have no duty whatsoever to
<br /> take any action or receive or make any payment or credit arising from or related to any services
<br /> provided or costs incurred in connection with the Property prior to the Close of Escrow, including,
<br /> but not limited to, any matters relating to cost reports, collections, audits,hearings, or legal action
<br /> arising therefrom.
<br /> 9.4 Further Instruments. Each Party will, whenever and as often as it shall be
<br /> reasonably requested to do so by the other, cause to be executed, acknowledged or delivered any
<br /> and all such further instruments and documents as may be necessary or proper, in the reasonable
<br /> opinion of the requesting Party, in order to carry out the intent and purpose of this Agreement.
<br /> 9.5 Calculation of Time Periods; Business Day; Time of Essence. Unless
<br /> otherwise specified, in computing any period of time described herein, the day of the act or event
<br /> after which the designated period of time begins to run is not to be included and the last day of the
<br /> period so computed is to be included, unless such last day is not a Business Day, in which event
<br /> the period shall run until the end of the next day which is a Business Day. The last day of any
<br /> period of time described herein shall be deemed to end at 5:00 p.m. local time in the state in which
<br /> the Real Property is located. As used herein, the term "Business Day" means any day excluding
<br /> Saturdays, Sundays and State and National holidays and any day the City is closed. Subject to the
<br /> foregoing provisions, time is of the essence of this Agreement.
<br /> 9.6 Entire Agreement; Amendments. This Agreement (including the
<br /> documents delivered pursuant to this Agreement), constitutes the entire agreement of the Parties
<br /> pertaining to the subject matter of this Agreement and supersedes all prior agreements or letters of
<br /> intent of the Parties. This Agreement may not be amended, modified, or supplemented except by
<br /> a written instrument signed by an authorized representative of each of the Parties.
<br /> 9.7 Survival. All covenants, agreements, representations, warranties and
<br /> indemnities contained in this Agreement shall survive the execution and delivery of this
<br /> Agreement and the Close of Escrow and the delivery and recordation of all documents or
<br /> instruments in connection therewith.
<br /> -20-
<br />
|