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11.2. Interpretation. This Agreement has been negotiated at arm's length and <br />each party has been represented by independent legal counsel in this transaction and this <br />Agreement has been reviewed and revised by counsel to each of the Parties. Accordingly, each <br />party hereby waives any benefit under any rule of law (including Section 1654 of the California <br />Civil Code) or legal decision that would require interpretation of any ambiguities in this <br />Agreement against the drafting party. <br />11.3. Survival. All indemnities, covenants, representations and warranties <br />contained in this Agreement shall survive Close of Escrow. <br />11.4. Successors. Except as provided to the contrary in this Agreement, this <br />Agreement shall be binding on and inure to the benefit of the Parties and their successors and <br />assigns. <br />11.5. Governing Law. This Agreement shall be construed and interpreted in <br />accordance with the laws of the State of California. <br />11.6. Integrated ted Agreement; Modifications. This Agreement contains all the <br />agreements of the Parties concerning the subject hereof any cannot be amended or modified <br />except by a written instrument executed and delivered by the parties. There are no <br />representations, agreements, arrangements or understandings, either oral or written, between or <br />among the parties hereto relating to the subject matter of this Agreement that are not fully <br />expressed herein. In addition there are no representations, agreements, arrangements or <br />understandings, either oral or written, between or among the Parties upon which any party is <br />relying upon in entering this Agreement that are not fully expressed herein. <br />11.7. Severability. If any term or provision of this Agreement is determined to <br />be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, <br />unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, any <br />such provision shall not be affected by the legality, enforceability, or validity of the remainder of <br />this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with <br />the provisions of this Section, then the stricken provision shall be replaced, to the extent possible, <br />with a legal, enforceable and valid provision this is in keeping with the intent of the Parties as <br />expressed herein. <br />11.8. Notices. Any delivery of this Agreement, notice, modification of this <br />Agreement, collateral or additional agreement, demand, disclosure, request, consent, approval, <br />waiver, declaration or other communication that either party desires or is required to give to the <br />other party or any other person shall be in writing. Any such communication may be served <br />personally, or by nationally recognized overnight delivery service (i.e., Federal Express) which <br />provides a receipt of delivery, or sent by prepaid, first class mail, return receipt requested to the <br />party's address as set forth below: <br />To Buyer: Sansome Pacific Properties <br />303 Sacramento Street, 4' Floor <br />San Francisco, CA 94111 <br />Attn: David J. Gustafson, Director <br />12 <br />