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• • have the right to terminate this Agreement pursuant to clause (a) above and shall be deemed to have irrevocably elected to keep this Agreement in effect pursuant to clause (b) above. If after the Execution Date and prior to Closing all or any part of the Real Property is taken or threatened to be taken by eminent domain or condemnation, Buyer may elect either (a) to terminate this Agreement, in which event the Deposit and interest earned thereon while in Escrow shall be returned to Buyer, and this Agreement shall terminate, or (b) to consummate the purchase of the Property as herein provided, in which event Seller shall pay or assign to Buyer all condemnation awards or payments in respect of the Real Property. If this Agreement is terminated in full pursuant to this paragraph, neither party shall have any further rights, duties, obligations or liabilities, at law or in equity, arising out of or relating to this Agreement except for those that specifically survive termination of this Agreement pursuant to other paragraphs hereof. 24. Miscellaneous. (a) Time of the Essence. Time is of the essence of this Agreement. (b) Dates. Any time period to be computed pursuant to this Agreement shall be computed by excluding the first day and including the last day. If the last day falls on a Saturday, Sunday or holiday, the last day shall be extended until the next business day that the Escrow Holder is open for business. As used herein, the term "days" means calendar days and the term "business days" means all calendar days other than Saturdays, Sundays, or holidays observed by Escrow Holder. (c) Governing Law. This Agreement shall be governed by the law of the State of California. Seller and Buyer agree that all suits or actions of any kind brought to interpret or enforce the terms of, or otherwise arising out of or relating to this Agreement shall be filed and litigated solely in the state court in the county in which the Real Property is located or if such suit or action cannot be filed and or litigated in state court, then in the federal court located closest to the Real Property. Each party hereby consents to the personal and subject matter jurisdiction of said courts. Seller and Buyer agree that San Mateo County shall for all purposes be considered the place in which this Agreement was entered into, notwithstanding the order in which, or the location or locations at which, it may have been executed or delivered. (d) Notices. All notices or demands which either party is required or desires to give to the other shall be given in writing by certified mail, return receipt requested with the appropriate postage paid, by personal delivery, by facsimile (provided receipt of a facsimile transmission is confirmed telephonically or otherwise) or by private overnight courier service to the address or facsimile number set forth below for the respective party, or such other address or facsimile number as either party may designate by written notice to the other. All such notices or demands shall be effective as of actual receipt or refusal of delivery. Should any act or notice required hereunder fall due on a weekend or holiday, the time for performance shall be extended to the next business day. To Seller: Salaman Associates, LLC c/o Franklin Salaman Purchase and Sale Agreement 1548 Maple 03.04. 2011 v.4 21