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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 Agreement. The foregoing limitations on damages shall not apply to any claims arising from fraud, willful misconduct, or criminal conduct of Owner and shall not limit Optionee's recovery of attorneys' fees or other amounts pursuant to Paragraph 19. 21. Cure Period. Notwithstanding the provisions of Paragraph 20 or any other provision of this Agreement, no default by either party hereto shall result in a termination or limitation of any rights of such party hereunder unless and until the other party shall have notified the defaulting party in writing of such default, and the defaulting party shall have failed to cure such default within ten (10) days after the receipt of such written notice; provided that, where a non - monetary default cannot reasonably be cured within such ten (10) day period, the defaulting party shall not be in default if defaulting party commences such cure within the ten (10) day period and thereafter diligently prosecutes such cure to completion. In addition, if Optionee fails to either exercise the Option pursuant to Paragraph 2(c) or to extend the Option Term by exercising an Extension Option pursuant to Paragraph 2(b), then notwithstanding any provision of this Agreement to the contrary, the Option shall not be deemed to have lapsed or terminated unless Optionee fails to either (a) exercise the Option pursuant to Paragraph 2(c) or (b) to exercise an Extension Option and to deposit the applicable Additional Deposit required by Paragraph 2(b) within ten (10) days after Optionee receives written notice from Owner of either such failure. Notwithstanding the above, the failure by Optionee to consummate the Closing (for reasons other than Owner's default or the failure of a condition to closing specified in Option Agreement 20 Chemical 10.05. 2010 v.5 21