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<br />11/20/2005 11:09 <br /> <br />5503542015 <br /> <br />GARDELLA <br /> <br />PAGE 08 <br /> <br />with all applicable laws within thirty (30) days of notice thereof and Selle~ notifies Bu~er of i.~ <br />intent to repair such damage within said period, Buyer shall not be perrmtted to tennmate this <br />Agreement. <br /> <br />21. Intentionally Omitted <br /> <br />22. Brokers and Fi.nders. Seller and Buyer warrant that the execution of this <br />Agreement was not induced or procured through any person,. firm, or corporation acting as a <br />broker or finder. Each party agrees to indemnify and hold the other haunless from and against <br />any damage, liability or cost, including without limitation, reasonable attorneys' fees, arising <br />from or .in connection with any claim by any other person, firm, or corporation based upon their <br />having acted as broker or finder for or in connection with this transaction on behalf of such party. <br /> <br />23. General Provisions. <br /> <br />a. This Agreement is made in the State of California and its validity, <br />construction, and all rights under it shall be governed by California law. <br /> <br />b. This Agreement supersedes any prior agreements and contains the entire <br />agreement of the parties on the matters covered. No other agreement, statement or promise made <br />by any party OT agent of any party that is not in writing and signed by all the parties to this <br />Agreement shall be binding. Any amendments to this Agreement shall be in writing and signed <br />by all parties hereto. <br /> <br />c. The provisions of this Agreement were negotiated by all the parties hereto, <br />and this Agreement shall be deemed to have been drafted by all the parties hereto. <br /> <br />d. This Agreement may be executed jlJ counterparts, each of which shall be <br />deemed to be an original~ but such counterparts when taken togeth.er shall constitute but one <br />Agreement. <br /> <br />e. The paragraph headings throughout this Agreement are for convenience <br />and reference only, and the words contained herein shall not be held to expand, modify, amplify, <br />or aid in the interpretation, construction, or meaning of this Agreement. <br /> <br />f. TIME IS OF THE ESSENCE OF THIS AGREEMENT. <br /> <br />g. This Agreement shall inure to the benefit of and be binding upon the <br />successors and assigns of the parties hereto, provided, however, Buyer may not assign its rights <br />hereunder without Seller's advance written consent, except to an entity to be fonned WIder the <br />control or managem.ent of Buyer. No assignment sh.all relieve Buyer of its obligations <br />hereunder. <br /> <br />h. The representations and warranties contained in this Agreement shall <br />survive the Close of Escrow for a period of one (1) year, and any claim for breach thereof must <br />be asserted;n writing prior to the expiration of said one (1) year per.iod. <br /> <br />. . i. If any provision of this Agreement or the app.lication thereof to any person <br />or In any circumstance shall be invalid or unenforceable to any extent, the remainder of this <br />Agreement and the application of such provision to other persons or in other circumstances shall <br />not be affected thereby and shall be enforced to the greatest extent pennitted by law. <br /> <br />j. In the event that any party to this Agreement commences any action or <br />proceeding against any other party by reason of any breach or alleged breach of any term or <br /> <br />REDW\OOO1 \000.0 16-3 <br /> <br />6 <br />