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• (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. If Buyer or Seller is an entity, no officer, official, member, employee, agent, or representatives of Buyer or Seller, as the case may be, 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) Seller's Tax Deferred Exchange. Seller may desire to effect a tax - deferred exchange with respect to its disposition of the Property ( "Seller's Exchange ") pursuant to Section 1031 of the Internal Revenue Code. Seller's Exchange will be structured by Seller at its sole cost and expense and Buyer will have no obligation to acquire or enter into the chain of title to any property other than the Property. Buyer's sole obligation in connection with Seller's Exchange shall be to review and execute such documentation as is reasonably necessary in order to effectuate Seller's Exchange in accordance with the foregoing and the applicable rules governing such exchanges. Buyer's cooperation with Seller's Exchange shall not affect or diminish Buyer's rights under this Agreement, delay the Closing or be construed as Buyer's warranty that Seller's Exchange in fact complies with Section 1031 of the Internal Revenue Code. Buyer shall have the right to review and reasonably approve any documents to be executed by Buyer in connection with Seller's Exchange. Acceptance of title to the Property from Seller's designated intermediary shall not modify Seller's representations, warranties and covenants to Buyer under this Agreement or the survival thereof pursuant to this Agreement. The Grant Deed and all closing documents shall run directly between Seller and Buyer. Seller is relying solely upon the advice and counsel of professionals of Seller's choice in structuring, executing and consummating Seller'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. (q) Tolling of Time. Notwithstanding any provision of this Agreement to the contrary, if Seller or any other person or entity having an ownership interest in the Property shall become the subject of an Insolvency Proceeding, then the expiration of the Feasibility Period, the Closing Date, the Outside Date, and any other applicable dates for the satisfaction of any conditions precedent to Buyer's obligations under this Agreement or of Buyer's right or obligation to terminate this Agreement or to exercise any remedies under this Agreement shall be extended during any period which, as a result of such Insolvency Proceeding, Buyer is unable, as the result of any stay that arises from such Insolvency Proceeding, to have physical access to the Property, to deliver notices to such person or entity, to obtain information or documents from such person or entity, to consummate the purchase of the Property, or to file suit or to otherwise take any action against such person or entity. As used herein, the term "Insolvency Proceeding" means any proceeding commenced by or against any person or entity under any provision of the Purchase and Sale Agreement 1548 Maple 03.04. 2011 v.4 24