Agmt 2005 Stahl-Wooldridge Construction Co

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16.13 Governing Laws; Venue. This Agreement shall be deemed to have been made in, and be construed in accordance with, the laws of the State of California. In the event suit is brought by either party hereunder, the parties agree that trial of such action shall be vested in the state courts of California in the County of Alameda or in the United States District Court in the Northern District of California. 16.14 Exhibits. All exhibits and addenda referred to herein, and any exhibits or schedules which may from time to time be referred to in any duly executed amendment thereto, are by such reference incorporated herein and shall be deemed a part of this Agreement as if set forth fully herein. 16.15 Severability. In the event any covenant, condition or provision herein contained is held to be invalid by a court of competent jurisdiction, the invalidity of any such covenant, condition, or provision shall in no way affect any other covenant, condition or provision herein contained, provided the invalidity of any such covenant, condition or provision does not materially prejudice either SELLER or AGENCY in their respective rights and obligations contained in the valid covenants, conditions or provisions of this Agreement. 16.16 Assignment. AGENCY shall not be permitted to assign this Agreement to another party without the prior written consent of SELLER, in its sole discretion. If SELLER consents to an assignment, AGENCY however shall remain responsible for full performance of this Agreement in the event that AGENCY's assignee defaults on its obligations hereunder. 16.17 Presumptions. This Agreement shall be interpreted and construed only by the contents hereof and there shall be no presumption or standard of construction in favor of or against either party. 16.18 Days. Days, unless otherwise specified, shall mean calendar days. 16.19 No Third Party Beneficiaries. This Agreement is for the benefit of AGENCY and SELLER only, and no third party beneficiaries are intended or created hereby. 16.20 Confidentiality and Return of Documents. Subject to Section 16.7 above, AGENCY and SELLER shall each maintain as confidential this Agreement and any and all documents and information obtained about the other or, in the case of AGENCY, about the Property and prior to AGENCY's purchase of the Property shall not disclose such information to any third party, except to Agency's Representatives and except to the extent required by law, statute, regulation or court order or other legal requirement. The foregoing obligations shall not apply to information or materials which is or otherwise becomes available to the public. In the event the transaction contemplated hereunder is not consummated, AGENCY shall return all originals and/or copies of Seller's Documents in its possession or in the possession of Agency's Representatives. This Section 16.20 shall survive the termination of this Agreement. 16.21 Attorneys' Fees. In the event any dispute between AGENCY and SELLER should result in arbitration or litigation, the prevailing party, if any, as determined by the court or arbitrator, shall be reimbursed for all reasonable costs incurred in connection with such litigation, 19