RDA Agmt 2009 Norcal AL LLC - Laserfiche WebLink

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Attn: Eric Nelson, Vice President Entitlements Telephone: 714-245-7405 Facsimile: 714-245-7401 with a copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 14 Costa Mesa, CA 92626 Attention: Jeff Goldfarb Telephone: 714-641-5100 Facsimile: 714-546-9035 24. Litigation Costs; Remedies. If any legal action or any other proceeding, including arbitration or action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged breach or default in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and other costs, in addition to any other relief to which such Party may be entitled. In the event of a default of this Agreement by Seller or Buyer that is not cured as set forth herein, the non-defaulting party shall be entitled to seek an order of specific performance as its sole remedy except as provided in this Section 24.. 25. _Waivers; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party. This Agreement may be amended or modified only by a written instrument executed by the Parties. 26. Successors. This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors and assignees of the Parties. 27. Provisions Not Merged With Deeds. None of the provisions, terms, representations, warranties and covenants of this Agreement are intended to or shall be merged by the Grant Deed, and neither the Grant Deed nor any other document shall affect or impair the provisions, terms, representations, warranties and covenants contained herein. Without limiting the generality of the foregoing, Seller's and Buyer's representations, warranties and covenants contained herein shall survive the close of escrow. 28. Construction. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 1225087-5 ~ 2