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(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, condition or provision shall be construed against either party hereto solely because such term, condition or provision was initially drafted or prepared by such party. Unless otherwise indicated, all references to paragraphs or sections are to this Agreement. All exhibits, schedules, addenda and attachments referred to in this Agreement are attached to it and incorporated in it by this reference. Any gender used shall be deemed to refer to any other gender more grammatically applicable to the party to whom such use of gender relates. (m) Amendments. No amendment to this Agreement will be binding on any of the parties to this Agreement unless the amendment is in writing and executed by all parties. No acts or omissions of any employee or agent of the parties or any broker, if any, shall alter, change or modify any of the provisions of this Agreement. (n) Non - Liability of Officials. No officer, official, member, employee, agent, or representatives of Optionee shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such official, member, employee, agent, or representative. (o) Owner's Tax Deferred Exchange. Owner may desire to effect a tax - deferred exchange with respect to its disposition of the Property ( "Owner's Exchange ") pursuant to Section 1031 of the Internal Revenue Code. Owner's Exchange will be structured by Owner at its sole cost and expense and Optionee will have no obligation to acquire or enter into the chain of title to any property other than the Property. Optionee's sole obligation in connection with Owner's Exchange shall be to review and execute such documentation as is reasonably necessary in order to effectuate Owner's Exchange in accordance with the foregoing Option Agreement 70 Chemical 10.05.2010 v.5 26