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harmless from any Claims or liens filed or otherwise claimed, in connection with any work, labor and /or materials performed on or furnished by, through or under Owner prior to the Closing. Until the Closing, Owner shall keep in full force and effect all existing insurance policies affecting the Real Property. 16. Assignment. Optionee may assign this Agreement and its rights and obligations hereunder by delivery to Owner of written notice of such assignment, provided that such assignee expressly assumes all of the obligations and liabilities of Optionee under this Agreement arising or accruing after the date of such assignment. If Optionee assigns this Agreement, then the closing documents to be delivered by Optionee and Owner shall be modified so that the assignee's name is substituted in lieu of the name of Optionee. Subject to the preceding provisions of this Paragraph 16, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties to this Agreement. 17. Memorandum of Agreement. At Optionee's request Owner shall execute and acknowledge a Memorandum of this Agreement substantially in the form attached hereto as Exhibit B (the "Memorandum "), and Optionee shall be entitled to record same in the official land records of the County. If Optionee fails to exercise the Option within the Option Term, or if this Agreement otherwise terminates for reasons other than Owner's default, Optionee shall execute a quitclaim deed sufficient to release the Memorandum from the Property. 18. Entire Agreement; Amendments. This Agreement and the exhibits hereto set forth all of the promises, covenants, agreements, conditions and undertakings between the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as contained herein. This Agreement may not be changed orally but only by an agreement in writing, duly executed by or on behalf of the party or parties against whom enforcement of any waiver, change, modification, consent or discharge is sought. 19. Attorneys' Fees. If a legal action, suit, or proceeding is brought by Optionee or Owner to enforce or interpret any of the provisions of this Agreement, or otherwise with regard to the Escrow or the Property, the prevailing party shall be entitled to recover all costs and reasonable attorneys' fees incurred in connection therewith. "Prevailing party" within the meaning of this paragraph shall include, without limitation, a party who brings an action against the other after the other party is in breach or default, if such action is dismissed upon the other party's payment of the sums allegedly due or performance of the covenant allegedly breached, or if the party commencing such action or proceeding obtains substantially the relief sought by it in such action whether or not such action proceeds to a final judgment or determination. 20. Optionee's Remedies. Notwithstanding anything to the contrary contained in this Agreement, if the Closing does not occur as the result of the Owner's default of its obligation to deliver title to the Property to Optionee in the manner required hereby or Owner otherwise breaches its obligations to consummate the Closing in accordance with this Agreement, Optionee shall be entitled to pursue all available legal and equitable remedies, including without limitation (a) recovery of all Deposits made by Optionee plus claims for additional damages attributable to such breach or default by Owner (but only to the extent such claims for additional damages do not exceed One Hundred Thousand Dollars ($100,000)) and (b) specific performance of this Option Agreement 50 Chemical 10.5.2010 v. 8 22