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enforcement of such change, modification, discharge or abandonment is sought. This Agreement
<br />shall be governed by and construed under the laws of the State in which the Property is located.
<br />(c) Counterparts. This Agreement may be executed in any number of
<br />counterparts, each of which shall be deemed to be an original as against any party whose
<br />signature appears thereon, and all of which shall together constitute one and the same instrument.
<br />This Agreement shall be binding when one or more counterparts hereof, individually or taken
<br />together, shall bear the signatures of all of the parties reflected on this Agreement as the
<br />signatories.
<br />(d) No Waiver. Neither the failure nor any delay on the part of either party to
<br />this Agreement to exercise any right, remedy, power or privilege under this Agreement shall
<br />operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or
<br />privilege preclude any other or further exercise of the same or of any other right, remedy, power
<br />or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any
<br />occurrence be construed as a waiver of any such right, remedy, power or privilege with respect to
<br />any other occurrence. No waiver shall be effective unless it is in writing and is signed by the
<br />party asserted to have granted such waiver.
<br />(e) Time of the Essence. Time, wherever stated in this Agreement is declared
<br />to be of the essence of this Agreement.
<br />(f) WAIVER OF JURY TRIAL. SELLER AND BUYER
<br />INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT
<br />THEY MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
<br />COUN I ERCLAIM (WHETHER ARISING IN TORT OR CONTRACT) ARISING OUT OF
<br />OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.
<br />(g) NO WARRANTY. EXCEPT FOR SELLER'S EXPRESS
<br />REPRESENTATIONS MADE IN THIS AGREEMENT, IF ANY, BUYER ACKNOWLEDGES
<br />AND AGREES THAT THE PROPERTY SHALL BE SOLD, AND BUYER SHALL ACCEPT
<br />POSSESSION OF THE PROPERTY ON THE CLOSING DAIS "AS IS — WHERE IS, WITH
<br />ALL FAULTS," WITH NO RIGHT OF SETOFF OR REDUCTION IN THE PURCHASE
<br />PRICE, AND BUYER SHALL ASSUME THE RISK THAT ADVERSE PHYSICAL,
<br />ENVIRONMENTAL, ECONOMIC OR LEGAL CONDITIONS MAY NOT HAVE BEEN
<br />REVEALED BY BUYER'S INVESTIGATIONS. EXCEPT AS MAY BE EXPRESSLY SET
<br />FORTH IN THIS AGREEMENT, NEITHER SELLER, ITS EMPLOYEES,
<br />REPRESENTATIVES, AGENTS, COUNSEL, BROKER, SALES AGENT, NOR ANY
<br />PARTNER, OFFICER, DIRECTOR, EMPLOYEE, TRUSTEE, SHAREHOLDER,
<br />PRINCIPAL, PARENT, SUBSIDIARY, AFFILIATE, AGENT OR ATTORNEY OF SELLER,
<br />ITS COUNSEL, BROKER OR SALES AGENT, NOR ANY OTHER PARTY RELATED 1N
<br />ANY WAY TO ANY OF THE FOREGOING (COLLECTIVELY, "SELLER'S
<br />REPRESENTATIVES") HAVE OR SHALL BE DEEMED TO HAVE MADE ANY
<br />REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE
<br />PROPERTY OR ANY MATTERS AFFECTING THE PROPERTY, INCLUDING WITHOUT
<br />LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY, TITLE TO OR
<br />BOUNDARIES OF THE PROPERTY, PEST CONTROL, SOIL CONDITIONS, THE
<br />
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