RDA Agmt 2001 Batarse Family Trust UTA

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3.16 Parties Not Co-Venturers. Nothing in this Agreement is intended to or does establish the Parties as partners, co-venturers, or principal and agent with one another. 3.17 Warranties. The Agency expresses no warranty or representation to the Developer as to fitness or condition of the Properties for the building or construction to be conducted thereon, except as follows: Agency has made no untrue statements or representations in connection with this Agreement, and all items transferred to Developer on or before the Closing Date shall have been and be true, correct and complete copies of what they purport to be. Agency has not failed to state or disclose any material fact in connection with the transaction contemplated by this Agreement. Agency knows of no facts, nor has Agency failed to disclose any fact, which would prevent Developerfrom using and operating the Properties afterthe Closing Date in the manner in which it is intended to be operated by Developer. 3.18 Time is of the Essence. In all matters under this Agreement, the Parties agree that time is of the essence. 3.19 Complete Understanding of the Parties. This Agreement consists of the text of this Agreement and the attached Exhibits and constitutes the entire understanding and agreement of the Parties. 3.20 Good Faith. The Parties recognize that it is impractical in this Agreement to provide for every contingency which may arise during the life of the Agreement, and the Parties hereby agree that it is their intention that this Agreement shall operate fairly between them and without detriment to the interests of either of them, and that, if during the term of this Agreemenfeither Party believes that this Agreement is operating unfairly, the Parties will use their best efforts to agree on such action as may be necessary to remove the cause or causes of such unfairness. Disposition and Development Agreement (Automall) Page 28 of 29