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any written or verbal representations of any agent, manager, or other employees to the contrary. This Contract constitutes the entire agreement of the parties as to the subject matter hereof and may not be amended except by written instrument executed by Buyer and Seller. Time is of the essence under this Contract. Anywhere a day certain is stated for payment or for performance of any obligation, the day certain so stated enters into and becomes a part of the consideration for this Contract. 29. Counterparts, Electronically Transmitted Signatures This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronically transmitted signatures shall constitute originals for purposes hereof. 30. No Partnership Nothing in this Contract shall be deemed in any way to create between the parties any relationship of partnership, joint venture or association, and the parties disclaim the existence thereof. 31. Waivers No party shall be deemed to have waived the exercise of any right which it holds hereunder unless such waiver is made expressly and in writing (and no delay or omission by any party hereto in exercising any such right shall be deemed a waiver of its future exercise). No such waiver made as to any instance involving the exercise of any such right shall be deemed a waiver as to any other such instance, or any other such right. 32. Parties Represented This Contract was prepared and negotiated between the parties, both having had legal representation relative to such preparations and negotiations, and no terms or provisions herein shall be interpreted against the drafter thereof, the parties agreeing that they have reviewed and agreed upon all of the same with assistance of their respective chosen counsel. 33. PrevailinE Party Fees and Costs In the event of any legal action or arbitration proceeding between the Parties regarding this Contract or the Property, the prevailing party shall be entitled to payment by the non - prevailing party of its reasonable attorneys' fees and litigation or arbitration expenses as determined in the course of the proceeding. As used herein, "prevailing party" means a party recovering all or substantially all of the relief sought by such party, whether as plaintiff or defendant. 34. Submission, Effective Date; Time Periods The submission by Seller to Buyer of this Contract in an unsigned form shall be deemed to be a submission solely for Buyer's consideration and review. Such submission shall have no binding force and effect, shall not constitute an option or an offer, and shall not confer any rights upon either party or impose any obligations upon either party irrespective of any reliance thereon, change of position or partial performance, unless and until Buyer and Seller shall have both executed this Contract as required herein and delivered the same to each other. "Effective Date" means the last date that the last signatory for either Buyer or Seller executes this Contract. If any date set forth in this Contract shall fall on, or any time period set forth in this Contract shall expire on, a day which is a Saturday, Sunday, federal or state holiday, or other non - business day, such date shall automatically be extended to, and the expiration of such time period shall automatically to be extended to, the next day which is not a Saturday, Sunday, federal or state holiday or other non- business day. The final day of any time period under this Contract or any deadline under this Contract Page 13 of 17 Attachment number 8 \n G -2 Page 143