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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 and the applicable rules governing such exchanges. Optionee's cooperation with Owner's Exchange shall not affect or diminish Optionee's rights under this Agreement, delay the Closing or be construed as Optionee's warranty that Owner's Exchange in fact complies with Section 1031 of the Internal Revenue Code. Optionee shall have the right to review and reasonably approve any documents to be executed by Optionee in connection with Owner's Exchange. Acceptance of title to the Property from Owner's designated intermediary shall not modify Owner's representations, warranties and covenants to Optionee under this Agreement or the survival thereof pursuant to this Agreement. The Grant Deed and all closing documents shall run directly between Owner and Optionee. Owner is relying solely upon the advice and counsel of professionals of Owner's choice in structuring, executing and consummating Owner's Exchange. (p) Advice of Advisors. Each party to this Agreement acknowledges and agrees that it has obtained and relied upon its own legal counsel and other advisors to evaluate the tax, accounting and legal consequences of entering into this Agreement and consummating the transactions contemplated hereby, and, except as set forth in this Agreement, neither party is relying on any representations or warranties of the other party to this Agreement. 25. Owner's Waivers. (a) Waiver of Relocation Assistance. Optionee's payment to Owner of the Purchase Price and Relocation Compensation shall constitute full and complete satisfaction of Option Agreement 20 Chemical 10.05. 2010 v.5 25