Agreement Of Purchase And Sale (Page 20 of 30) in pdf

Money must have been delivered in accordance herewith, (iii) the Inspection Period shall be deemed to

have ended, (iv) the assignee of Purchaser shall assume all obligations of Purchaser hereunder, but

Purchaser shall remain primarily liable for the performance of Purchaser’s obligations, and (v) a copy of

the fully executed written assignment and assumption agreement shall be delivered to Seller at least

ten (10) days prior to Closing.

12.2

Headings. The article, section, subsection, paragraph and/or other headings of this

Agreement are for convenience only and in no way limit or enlarge the scope or meaning of the language

hereof.

12.3

Invalidity and Waiver. If any portion of this Agreement is held invalid or inoperative,

then so far as is reasonable and possible the remainder of this Agreement shall be deemed valid and

operative, and, to the greatest extent legally possible, effect shall be given to the intent manifested by the

portion held invalid or inoperative. The failure by either party to enforce against the other any term or

provision of this Agreement shall not be deemed to be a waiver of such party’s right to enforce against the

other party the same or any other such term or provision in the future.

12.4

Governing Law. This Agreement shall, in all respects, be governed, construed, applied,

and enforced in accordance with the law of the state of Texas.

12.5

Survival. The provisions of this Agreement that contemplate performance after the

Closing and the obligations of the parties not fully performed at the Closing shall survive the Closing and

shall not be deemed to be merged into or waived by the instruments of Closing.

12.6

Entirety and Amendments. This Agreement embodies the entire agreement between

the parties and supersedes all prior agreements and understandings relating to the Property. This

Agreement may be amended or supplemented only by an instrument in writing executed by the party

against whom enforcement is sought.

12.7

Time. Time is of the essence in the performance of this Agreement.

12.8

Confidentiality. Purchaser shall make no public announcement or disclosure of any

information related to this Agreement to outside brokers or third parties, before the conclusion of the

Inspection Period without the prior written specific consent of Seller; provided, however, that Purchaser

may, subject to the provisions of Section 4.7, make disclosure as necessary to perform its obligations

hereunder and as may be required under laws or regulations applicable to Purchaser at any time, and after

the end of the Inspection Period so long as this Agreement is in effect and after Closing, Purchaser may

make known to the public its intent to sell or lease the Real Property.

12.9

Notices. All notices required or permitted hereunder shall be in writing and shall be

served on the parties at the addresses set forth in Section 1.3. Any such notices shall, unless otherwise

provided herein, be given or served (i) by depositing the same in the United States mail, postage paid,

certified and addressed to the party to be notified, with return receipt requested, (ii) by overnight delivery

using a nationally recognized overnight courier, (iii) by personal delivery, or (iv) by facsimile, evidenced

by confirmed receipt. Notice deposited in the mail in the manner hereinabove described shall be effective

on the third (3rd) business day after such deposit. Notice given in any other manner shall be effective

only if and when received by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m. of any

business day with delivery made after such hours to be deemed received the following business day. A

party’s address may be changed by written notice to the other party; provided, however, that no notice of

a change of address shall be effective until actual receipt of such notice. Copies of notices are for

informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a

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H-Earnest Money Contract

Agreement Of Purchase And Sale Page 20

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