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Either party may change its address by written notice to the other given in the manner set forth <br />above. <br />11.2 Entire Agreement. This Agrees <br />agreement and understanding between Buyer ; <br />Agreement and supersede all prior agreements, <br />understandings, conditions, representations ani <br />lent and the Exhibits hereto contain the entire <br />nd Seller concerning the subject matter of this <br />including any previous letter of intent or terms, <br />warranties, whether written or oral, made by <br />Buyer or Seller concerning the Property or the other matters which are the subject of this <br />Agreement. <br />11.3 Amendments and Waivers. No addition to or modification of this Agreement <br />shall be effective unless set forth in writing and signed by the party against whom the addition or <br />modification is sought to be enforced. The party benefited by any condition or obligation may <br />waive the same, but such waiver shall not be enforceable by another party unless made in writing <br />and signed by the waiving party. <br />11.4 Invalidity of Provision. If any provision of this Agreement as applied to either <br />party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or <br />unenforceable for any reason, the same shall in no way affect (to the maximum extent <br />permissible by law) any other provision of this Agreement, the application of any such provision <br />under circumstances different from those adjudicated by the court, or the validity or <br />enforceability of this Agreement as a whole. <br />11.5 References. Unless otherwise indicated, (a) all Article, Section and Exhibit <br />references are to the articles, sections, schedules and exhibits of this Agreement, and (b) all <br />references to days are to calendar days. All the Exhibits attached hereto are incorporated herein <br />by this reference. Whenever under the terms of this Agreement the time for performance of a <br />covenant or condition falls upon a Saturday, Sunday or California state holiday, such time for <br />performance shall be extended to the next business day. The headings used in this Agreement <br />are provided for convenience only and this Agreement shall be interpreted without reference to <br />any headings. The masculine, feminine or neuter gender and the singular or plural number shall <br />be deemed to include the others whenever the context so indicates or requires. <br />11.6 Governing Law: Venue. This Agreement shall be governed by and construed in <br />accordance with the laws of the State of California applicable to contracts made and to be <br />performed in California. Any action regarding this Agreement shall be brought in the Superior <br />Court of San Mateo County. <br />11.7 Confidentiali!y and Publicity. The parties shall at all times keep this transaction <br />and any documents received from each other confidential, except to the extent necessary to <br />(a) comply with applicable law and regulations, or (b) carry out the obligations set forth in this <br />Agreement. Any such disclosure to third parties shall indicate that the information is <br />confidential and should be so treated by the third party. No press release or other public <br />disclosure may be made by Seller or any of its agents concerning this transaction without the <br />prior consent of Buyer. <br />11.8 Time. Time is of the essence in the performance of the parties' respective <br />obligations under this Agreement. <br />ATTY/AGR/2019.316.1 /YMCA— PURCHASE AND SALE AGREEMENT <br />Page 18 of 27 <br />