Offer And Purchase And Sale Agreement Page 8

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In any action or proceeding arising out of this Agreement, the prevailing party will be entitled to
recover reasonable costs and expenses incurred paid or incurred by such party enforcing its rights
hereunder, including without limitation attorney fees.
21.
NOTICE
Any notice required or permitted hereunder shall be deemed delivered to: (a) the Buyer, (i) if
actually delivered, on the date of delivery; and (ii) if mailed via certified mail, return receipt
requested, or sent by FedEx or other national courier that maintains a record of attempted and
successful deliveries, on the date of first attempted delivery on a business day in the jurisdiction
of
attempted
delivery,
provided
the
notice
is
addressed
to
the
Buyer
at
__________________________________________________________________________; and
(b) the Seller, (i) if actually delivered, on the date of delivery, and (ii) if mailed via certified mail,
return receipt requested, or sent by FedEx or other national courier that maintains a record of
attempted and successful deliveries, on the date of first attempted delivery on a business day in
the jurisdiction of attempted delivery, provided the notice is addressed to Seller at
_____________________________________________________________________________.
Either party, by notice given pursuant to this section, may designate a substitute recipient and/or
address for notices directed to itself.
22.
TAX REPORTING
Seller represent that Seller is not a nonresident alien for purposes of United States income
taxation, and that Seller's social security number(s) is as follows: _________________________
______________________________.
23.
BROKER
The Buyer and Seller warrant and represent, each to the other, that the warranting party has dealt
with no broker or agent, in connection with this transaction, and Buyer and Seller each agree to
indemnify and hold the other harmless from and against any loss or damage, including
reasonable attorneys' fees and expenses, incurred by such other party as a result of the
misrepresentation by the warranting party of any of the above facts.
24.
FACSIMILE DOCUMENTS, COUNTERPARTS AND INITIALING
Facsimile documents which are transmitted by telecommunication and reproduced by electronic
means ("faxed" or "telefaxed"), with electronically reproduced signatures, will be legally
effective and binding.
This Agreement may be executed through the use of separate signature pages or in any number
of counterparts, and each of such counterparts will, for all purposes, constitute one agreement
binding on all the parties, notwithstanding that all parties are not signatories to the same
counterpart.
25.
ENTIRE AGREEMENT
The Offer and this Agreement constitutes the sole and exclusive agreement by and among Buyer
and Seller, or any of them, with respect to the subject matter hereof, and any and all other
agreements, understandings or contracts, whether written or oral, howsoever denominated or
Offer and Purchase and Sale Agreement
Page 8

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