Agreement Of Purchase And Sale (Page 21 of 30) in pdf

failure to give notice. Notices given by counsel to the Purchaser shall be deemed given by Purchaser and

notices given by counsel to the Seller shall be deemed given by Seller.

12.10 Construction. The parties acknowledge that the parties and their counsel have reviewed

and revised this Agreement and agree that the normal rule of construction to the effect that any

ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this

Agreement or any exhibits or amendments hereto.

12.11 Calculation of Time Periods. Unless otherwise specified, in computing any period of

time described herein, the day of the act or event after which the designated period of time begins to run

is not to be included and the last day of the period so computed is to be included, unless such last day is a

Saturday, Sunday or legal holiday for national banks in the location where the Property is located, in

which event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal

holiday. The last day of any period of time described herein shall be deemed to end at 5:00 p.m. local

time in the state in which the Real Property is located.

12.12 Execution in Counterparts. This Agreement may be executed in any number of

counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute

one Agreement. To facilitate execution of this Agreement, the parties may execute and exchange by

telephone facsimile counterparts of the signature pages, provided that executed originals thereof are

forwarded to the other party on the same day by any of the delivery methods set forth in Section 12.9

other than facsimile.

12.13 No Recordation.

Without the prior written consent of Seller, there shall be no

recordation of either this Agreement or any memorandum hereof, or any affidavit pertaining hereto, and

any such recordation of this Agreement or memorandum or affidavit by Purchaser without the prior

written consent of Seller shall constitute a default hereunder by Purchaser, whereupon Seller shall have

the remedies set forth in Section 10.1 hereof.

12.14 Further Assurances. In addition to the acts and deeds recited herein and contemplated

to be performed, executed and/or delivered by either party at Closing, each party agrees to perform,

execute and deliver, but without any obligation to incur any additional liability or expense, on or after the

Closing any further deliveries and assurances as may be reasonably necessary to consummate the

transactions contemplated hereby or to further perfect the conveyance, transfer and assignment of the

Property to Purchaser.

12.15 Discharge of Obligations. The acceptance of the Deed by Purchaser shall be deemed to

be a full performance and discharge of every representation and warranty made by Seller herein and every

agreement and obligation on the part of Seller to be performed pursuant to the provisions of this

Agreement, except those which are herein specifically stated to survive Closing.

12.16 No Third Party Beneficiary. The provisions of this Agreement and of the documents to

be executed and delivered at Closing are and will be for the benefit of Seller and Purchaser only and are

not for the benefit of any third party, and accordingly, no third party shall have the right to enforce the

provisions of this Agreement or of the documents to be executed and delivered at Closing, except that a

tenant of the Property may enforce Purchaser’s indemnity obligation under Section 4.10 hereof.

[SIGNATURE PAGES AND EXHIBITS TO FOLLOW]

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Agreement Of Purchase And Sale Page 21