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33. No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall <br /> confer upon any person, other than the Parties and their respective successors and assigns, any <br /> rights or remedies hereunder. <br /> 34. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall <br /> establish the Parties as partners, co-venturers, or principal and agent with one another. <br /> 35. Non-Liability of Officials, Employees and Agents. No member, official, <br /> employee or agent of Buyer shall be personally liable to Seller or its successors in interest in the <br /> event of any default or breach by Buyer or for any amount which may become due to Seller or its <br /> successors in interest pursuant to this Agreement. <br /> 36. Time of the Essence. Time is of the essence for each condition, term, obligation <br /> and provision of this Agreement. <br /> 37. Governing Law; Venue. This Agreement shall be governed by and construed in <br /> accordance with the laws of the State of California without regard to principles of conflicts of <br /> laws. Buyer and Seller agree that any controversy arising under or in relation to this Agreement <br /> shall be litigated exclusively in courts with jurisdiction in Alameda County, California. The state <br /> and federal courts and authorities with jurisdiction in Alameda County, California shall have <br /> exclusive jurisdiction over all controversies which shall arise under or in relation to this <br /> Agreement. Buyer and Seller each irrevocably consent to service, jurisdiction, and venue of <br /> such courts for any such litigation, and waive any other venue to which such party might be <br /> entitled by virtue of domicile, habitual residence or otherwise. The provisions of this Section <br /> shall survive the Close of Escrow and the termination of this Agreement. <br /> 38. Time for Performance. When the time for performance of any obligation under <br /> this Agreement is to be measured from another event, such time period shall include the day of <br /> the other event. If the day of the time for performance is not a regular business day, then the time <br /> for such performance shall be by the regular business day following such day. <br /> 39. Escrow Cancellation Charges. If the escrow fails to close by reason of a default <br /> by Buyer or Seller hereunder, such defaulting party shall pay all escrow or other Title Company <br /> charges. If the escrow fails to close for any reason other than default by Buyer or Seller, then <br /> Buyer and Seller shall each pay one-half of such charges. <br /> 40. Further Assurances. Buyer and Seller each agree to undertake such other <br /> actions as may reasonably be necessary to carry out the intent of this Agreement, including <br /> without limitation, the execution of any additional documents which may be required to <br /> effectuate the transactions contemplated hereby. <br /> 41. Intentionally omitted. <br /> 42. Relocation. Seller pledges to fully cooperate with Buyer, MidPen and the <br /> Limited Partnership in connection with compliance with applicable provisions of California <br /> Relocation Assistance Law (Government Code Section 7260 et seq.) and the Federal Uniform <br /> Relocation Assistance and Real Property Acquisition Policies Act of 1970 (Title 42, U.S. Code <br /> 15 <br /> OAK#4845-6421-9189 v5 <br />