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<br />. <br /> <br />. <br /> <br />. <br /> <br />. <br />notice hereunder by written notice of said change to the other party hereto, in the <br />manner above specified ten (10) days prior to the effective date of said change. <br /> <br />14. Assignment. This Agreement may not be assigned by Purchaser. <br /> <br />15. Commissions. Seller warrants and represents that it has dealt with no <br />realtor or broker in connection with this transaction and will indemnify, defend and <br />hold harmless Purchaser against any claim made by an agent or broker for a <br />commission or fee based on acts or agreements of Seller. Purchaser warrants and <br />represents that it has not dealt with a realtor or broker in connection with this <br />transaction and that it will indemnify, defend and hold harmless Seller against any <br />claim made by an agent or broker for a commission or fee based on acts or <br />agreements of Purchaser. <br /> <br />16. Survive Closing. All of the covenants, warranties, and provisions of this <br />Agreement shall survive and be enforceable after the closing of this transaction. <br /> <br />17. Complete Agreement. This is a final Agreement between the parties <br />and contains their entire agreement and supersedes all previous understandings and <br />agreements, oral or written, relative to the subject matter of this Agreement. <br /> <br />18. Time of the Essence. Time is of the essence in the performance of this <br />Agreement. <br /> <br />19. Right to Repurchase. The parties agree that Seller shall have the option <br />to repurchase the Property from the Purchaser (the "Repurchase Option") if <br />construction of the project has not begun by May 1, Z007 (the "Construction Date"). <br />The Construction Date is subject to extension due to force majeure, the number of <br />days past August 31, 2006 to the actual Closing Date, or the number of days the <br />Purchaser is unable to construct due to winter conditions. If exercised, the parties <br />shall negotiate in good faith toward finalizil1g a Repurchase Option agreement. The <br />Repurchase Option agreement shall provide (i) that the repurchase price shall be <br />equal to the Purchase Price under this Agreement, plus the amount of park <br />dedication fee paid by Purchaser; and (ii) Purchaser shall agree to terminate this <br />Agreement and release its interests. <br /> <br />20 Captions. The paragraph headings or captions appearing in this <br />Agreement are for convenience only, are not a part of this Agreement, and are not to <br />be considered in interpreting this Agreement. <br /> <br />7 <br />