Agmt10 Schrader Leask Development, Inc.

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that most closely approximates the intent and economic effect of the invalid or unenforceable provision. (f) No Third -Party Beneficiaries. The provisions of this Agreement and of the documents to be executed and delivered at Closing are and will be for the benefit of Owner and Optionee only and are not for the benefit of any third party (other than Tenant to the extent of the Relocation Benefits); and, accordingly, no third party (other than Tenant to the extent of the Relocation Benefits) shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at Closing. (g) No Fiduciary Relationships. Owner is not the agent or representative of Optionee and Optionee is not the agent or representative of Owner, and nothing in this Agreement will be construed to make Optionee liable to anyone for goods delivered or services performed at the Real Property or for debts or claims accruing against Owner. Nothing in this Agreement will be construed to create any privity of contract or other relationship between Optionee and anyone supplying labor or materials to the Real Property. Nothing in this Agreement, nor the acts of the parties, will be construed to create a partnership or joint venture between Owner and Optionee. (h) Further Assurances. Each party shall execute, acknowledge, and deliver, after the Agreement Date, including at or after the Closing, such further assurances, instruments and documents as the other may reasonably request in order to fulfill the intent of this Agreement and the transactions contemplated hereby. (i) Counterparts. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (j) Survival. Unless otherwise expressly stated in this Agreement, the warranties, representations and covenants of Owner and Optionee shall survive the Closing and delivery of the Grant Deed. (k) Waiver of Covenants, Conditions or Remedies. The waiver by one party of the performance of any covenant, condition or promise, or of the time for performing any act, under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by such party of any other covenant, condition or promise, or of the time for performing any other act required, under this Agreement. The exercise of any remedy provided in this Agreement shall not be a waiver of any consistent remedy provided by law, and the provisions of this Agreement for any remedy shall not exclude any other consistent remedies unless they are expressly excluded. (1) Construction. The paragraph and section headings and captions of this Agreement are, and the arrangement of this instrument is, for the sole convenience of the parties to this Agreement. The paragraph headings, captions, and arrangement of this instrument do not in any way affect, limit, amplify, or modify the terms and provisions of this Agreement. The singular form will include plural, and vice versa. Each term, condition or provision hereof has been freely negotiated and shall be equally binding upon Owner and Optionee and no such term, Option Agreement 80 Chemical 10.01. 2010 v.7 24