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2008_Resolutions
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can be accepted by Seller. Seller shall make a good faith effort to obtain such approval, <br />however, Purchaser acknowledges that no promise or assurance is provided that approval • <br />will be obtained. <br />18. General Provisions. This Agreement constitutes the entire agreement <br />and supersedes any and all other agreements or correspondence between the parties and <br />may not be modified or changed except by written instrument executed by the parties. <br />This Agreement shall be construed, interpreted and applied in accordance with the laws <br />of the Commonwealth of Virginia, and shall be binding upon and inure to the benefit of <br />the permitted successors and assigns of the parties. In the event any one or more of the <br />provisions contained in this Agreement are held to be invalid, illegal, or unenforceable in <br />any respect, such invalidity, illegality, or unenforceability shall not affect any other <br />provision hereof, and there will be added in lieu of such provision, a provision as similar <br />in terms to such provision as is possible, which is legal, valid and enforceable. <br />19. Time for Performance. TIME IS OF THE ESSENCE HEREUNDER. <br />20. Survival. All representations, warranties, covenants, indemnifications and <br />agreements herein shall survive and remain enforceable after the consummation of the <br />transactions contemplated herein and shall survive the filing of the deed and shall not be <br />merged therein. <br />21. Headings. Headings used in this Agreement are used for convenience only <br />and shall not be considered when construing this Agreement. <br />22. No Partnership. Nothing in this Agreement shall be construed as making • <br />either party hereto a partner or joint venturer with any other party hereto. <br />23. Feasibility Period. Purchaser shall have twelve months from the date that <br />this Agreement is executed by all parties within which to determine to its sole satisfaction <br />and in its sole discretion that all aspects of the Property are feasible for Purchaser's <br />purposes (the "Feasibility Period'). During the Feasibility Period, Purchaser and its duly <br />authorized agents and employees shall be entitled to access to the Property at all <br />reasonable times for the purpose of inspecting the Property and, at Purchaser's sole cost, <br />making surveys, examinations, measurements, soils tests, engineering, environmental and <br />other tests, findings and undertakings and such other activities relating to the use and <br />further development of the Property as Purchaser deems appropriate, provided that such <br />studies do not result in any material change in the present character or unreasonably <br />interfere with Seller's use of the Property. Seller agrees to cooperate with Purchaser in <br />expediting access to the improvements upon the Property. Purchaser agrees to indemnify <br />and hold Seller harmless from any and all damages to the Property or to third parties <br />resulting from such access and inspection and, if Purchaser does not purchase the <br />Property, to repair or restore any damage caused by Purchaser's inspections and, in the <br />event that Purchaser elects to terminate the Agreement at the end of the Feasibility <br />Period, Purchaser agrees to provide Seller with copies of all reports, inspections, surveys, <br />studies and approvals obtained by Purchaser during the Feasibility Period. In the event <br />0 <br />
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