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pay such Actions. Seller's representations, warranties and obligations set forth in this paragraph 22 shall survive the Close of Escrow, shall not merge into the grant deed conveying the Property from Seller to Buyer, and shall remain in effect for a period of four (4) years following the Close of Escrow. 23. Brokers and Finders. Seller and Buyer warrant that the execution of this Agreement was not induced or procured through any person, firm, or corporation acting as a broker or finder. Each party agrees to indemnify and hold the other harmless from and against any damage, liability or cost, including without limitation, reasonable attorneys' fees, arising from or in connection with any claim by any other person, firm, or corporation based upon their having acted as broker or finder for or in connection with this transaction on behalf of such party. 24. Standard Provisions. a. This Agreement is made in the State of California and its validity, construction, and all rights under it shall be governed by California law. b. This Agreement supersedes any prior agreements and contains the entire agreement of the parties on the matters covered. No other agreement, statement or promise made by any party or agent of any party that is not in writing and signed by all the parties to this Agreement shall be binding. Any amendments to this Agreement shall be in writing and signed by all parties hereto. c. The provisions of this Agreement were negotiated by all the parties hereto, and this Agreement shall be deemed to have been drafted by all the parties hereto. d. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but such counterparts when taken together shall constitute but one Agreement. e. The paragraph headings throughout this Agreement are for convenience and reference only, and the words contained herein shall not be held to expand, modify, amplify, or aid in the interpretation, construction, or meaning of this Agreement. f. TIME IS OF THE ESSENCE OF THIS AGREEMENT. g. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto, provided, however, Buyer may not assign its rights hereunder without Seller's advance written consent, except to an entity to be formed under the control or management of Buyer. No assignment shall relieve Buyer of its obligations hereunder. h. Except as provided in paragraph 22, the representations and warranties contained in this Agreement shall survive the Close of Escrow for a period of one (I) year, and any claim for breach thereof must be asserted in writing prior to the expiration of said one (1) year period. 1. If any provision of this Agreement or the application thereof to any person or in any circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other persons or in other circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. J. In the event that any party to this Agreement commences any action or proceeding against any other party by reason of any breach or alleged breach of any term or 1 14 1 7.00002\BGLlB 1\1 225060.5 11 'T T" l' -