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Each party agrees to cooperate with the other in the Closing of this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement. 7.7. Dependency and Survival of Provisions. The respective warranties, representations, covenants, agreements, obligations and undertakings of each party hereunder shall be construed as dependent upon and given in consideration of those of the other party, and shall survive the Close of Escrow and delivery of the Grant Deed. 7.8. Default. Failure or delay by either party to perform any covenant, condition, or provision of this Agreement within the time provided herein constitutes a default under this Agreement. The injured party shall give written notice of default to the party in default, specifying the default complained of. The defaulting party shall immediately commence to cure such default and shall diligently complete such cure within ten (10) days from the date of the notice. The injured party shall have the right to terminate this Agreement by written notice to the other party in the event of a default which is not cured within such ten (10) day period. 7.9. Condemnation; Damage or Destruction. In the event that any portion of the Property shall be taken in condemnation or under the right of eminent domain after the Effective Date, or in the event that any portion of the Property is damaged or destroyed after the Effective Date, Buyer, in its absolute discretion, may either: (a) terminate this Agreement, in which case, the Purchase Price, or any portion thereof, which has been depoPropertyd by Buyer shall be refunded to Buyer; or (b) proceed to close this transaction, in which case Buyer shall be entitled to the entire portion of the award and /or insurance proceeds which are attributable to the Property. 7.10. Gender and Number. In this Agreement (unless the context requires otherwise), the masculine, feminine, and neuter genders and the singular and the plural shall be deemed to include one another, as appropriate. 7.11. Entire Agreement. This Agreement and its exhibits constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and the final, complete, and exclusive expression of the terms and conditions thereof. All prior agreements, representations, negotiations, and understanding of the parties hereto, oral or written, express or implied, are hereby superseded and merged herein. 7.12. Interpretation. The headings at the beginning of each paragraph and subparagraph are solely for the convenience of the parties only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof. 7.13. Governing Law. This Agreement and the exhibits attached hereto have been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. 7.14. Invalidity of Provision. If any provision of this Agreement as applied to any party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision 16 82483.00000\5571002 3 ATTY /AGR/2010.120 103010