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~ ~ <br />10.8. Headings and Exhibits. The Article, <br />Section and subsection headings in this Agreement are intended <br />solely for convenience of reference and shall be given no <br />effect in the construction or interpretation of this Agreement. <br />The Exhibits referred to in this Agreement constitute an <br />integral part of this Agreement and are fully incorporated <br />herein by their reference as if fully executed within. <br />10.9.. Time. Time is of the essence in this <br />Agreement. <br />10.10. Survival. The parties acknowledge and <br />agree that all representations and warranties by the respective <br />parties contained herein or made in writing pursuant to this <br />Agreement or in any agreement, instrument, exhibit, certificate <br />schedule or other document delivered in connection herewith are <br />intended to and shall remain true and correct as of the close <br />of Escrow, shall be deemed material and shall survive the <br />execution and delivery of this Agreement, any investigation <br />made by any party hereto, the close of Escrow, the delivery of <br />the Grant Deed and the transfer of title. <br />10.11. Further Assurances. Each of the parties <br />hereto shall, without further consideration, execute and <br />deliver such other documents and take such other actions as may <br />reasonably be requested by another party hereto in order to <br />effectuate the provisions of this Agreement, including the <br />transfer of the title to the Property to Seller. <br />10.12. Merger of Prior Agreements. This <br />Agreement and the agreements, instruments and other documents <br />to be delivered hereunder constitute the entire understanding <br />and agreement between the parties hereto concerning the subject <br />matter hereof. All negotiations between the parties hereto are <br />merged into this Agreement, and there are no representations, <br />warranties, covenants, understandings, or agreements, oral or <br />otherwise, in relation thereto between the parties other than <br />those incorporated herein and to be delivered hereunder. <br />Except as otherwise expressly contemplated by this Agreement, <br />nothing expressed or implied in this Agreement is intended or <br />shall be construed so as to grant or confer on any person, firm <br />or corporation other than the parties hereto any rights or <br />privileges hereunder. No supplement, modification or amendment <br />of this Agreement shall be binding unless executed in writing <br />by the parties to be bound thereby. <br />10.13. Severability. If any provision of this <br />Agreement (or any part thereof) shall be held or deemed <br />unenforceable, invalid, or void to any extent for any reason, <br />such provision shall remain in force and effect to the maximum <br />extent allowable, if any, and the enforceability or validity of <br />-7- <br />