25A - AGMT - SALE OF YMCA PROPERTY

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18. Binding Effect; Enforcement. The covenants, agreements, representations, and warranties contained herein will be binding upon, be enforceable by and inure to the benefit of the representatives, successors, and permitted assigns of the respective parties hereto. 19. Applicable Law. This Agreement will be construed and interpreted wider, and governed and enforced according to, the laws of the State of California applicable to contracts made and to be performed entirely therein. 20. Counterparts. This Agreement may be executed in any number of counterparts and by different Parties to this Agreement in separate counterparts, each of which when so executed and delivered will be deemed original, but all such counterparts, together, will constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Agreement will become effective upon the execution and delivery of a counterpart hereof by each Party to this Agreement. A signature of a Party to this Agreement sent by facsimile, electronic mail (including a scanned portable document format copy sent by electronic mail), or other electronic transmission will have the same force and effect as delivery of an original signature of such Party. 21. Interpretation. The paragraph and section headings in this Agreement are solely for convenience and will not be deemed to limit or otherwise affect the meaning or construction of any part of this Agreement. Any pronoun used in this Agreement will be deemed to cover all genders. The terns "include," "including," and similar terms will be construed as if followed by the phrase "without being limited to." The tern "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and /or." The words "hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision or section of this Agreement. Words in this Agreement importing the singular number will mean and include the plural number, and vice versa. 22. Severability of Provisions. Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement will be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 23. Condemnation. From the Effective Date through and until the earlier of Closing or the termination of this Agreement, Optionor shall not exercise the power of eminent domain or similar powers on any portion of the Property, except to the extent required in order for Optionor to satisfy its obligations in connection with Section 4.2.6 of this Agreement. 24. Optionor's Breach. In the event of a breach by Optionor of its obligations under this Agreement that continues without cure beyond the applicable cure period, if any, or, if none, for more than thirty (30) days after Optionee shall have given Optionor written notice thereof ( "Optionor Breach "), Optionee may elect to terminate this Agreement, in which event: (a) this Agreement shall terminate and the Parties shall have no further rights or obligations under this Agreement, except for rights and obligations which, by their terms, survive the termination of this Agreement; and (b) Optionor shall reimburse Optionce for Optonee's reasonable costs incurred in performing Optionee's due diligence (as provided in this Agreement), inspections of the Property (as provided in this Agreement) and design of the Project, not to exceed $50,000.00, forty -five (45) days of Optionee's notice of such termination. 13 51528687.8 25A-1 5