2009-034-ORD REZONE 2800 BLOCK OF PINE MILL RD

Home Browse Search

11.5. Effective Date. All references in this Agreement to the "Effective Date" or similar references shall be deemed to refer to the date when both parties have executed this Agreement. 11.6. Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words of singular number shall be held to include the plural and vice versa, unless the context requires otherwise. 11.7. Severability. If any one or more of the provisions of this Agreement, or the applicability of any such provision to a specific situation, shall be held to be invalid or unenforceable, such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of this Agreement and all other applications of any such provisions shall not be affected thereby. 11.8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts together shall constitute one and the same instrument. 11.9. Survival. All warranties, representations and agreements contained herein or arising out of the sale of the Property by Seller to Buyer shall survive the Closing hereof. 11.10. Further Acts. In addition to the acts recited in this Agreement to be performed by Seller and Buyer, Seller and Buyer agree to perform or cause to be performed at the Closing any and all such further acts as may be reasonably necessary to consummate the transactions contemplated hereby. 11.11. Exhibits. All exhibits described in this Agreement are by this reference fully incorporated herein and made a part hereof by reference for all purposes. 11.12 Binding Effect; Assignment. This Agreement and the terms and provisions hereof shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, and assigns, whenever the context so requires or admits. Either party may assign this Contract without the prior written consent of the other party, so long as the assignee assumes the obligations of the assignor, and the assignor is not released from responsibility for its obligations except by performance by its assignee. 11.13 Confidentiality. Buyer and Seller acknowledge that the terms and conditions of this Agreement and the details of the ensuing negotiations will remain confidential between the parties to this Agreement and no proposals, drafts, or copies of the Agreement, or summaries of any kind will be distributed, copied, or otherwise transmitted orally or in writing, to any third party entity or person other than professional consultants or advisers involved in this transaction. 11.14 Exclusivity. So long as this Agreement is in effect, Seller shall take no action to market the Property or any part of it to any potential owner or user, and shall not accept any "back -up" contracts or conditional offers of any kind. 11.15 1031 Exchange. Both parties understands that the other may be engaging in all or part of this transaction pursuant Section 1031 of the Internal Revenue Code (Like -Kind Exchange). Each party shall cooperate with the other in such exchange, provided that such cooperation shall be without cost or expense of any nature to the accommodating party and shall G:\DOCS\ZWA \S &J\Paris\Purchase Contract -ldoc M