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11.5 SEVERABILITY. In the event any portion of this Agreement shall be declared by any court of competent jurisdiction to be invalid, illegal, or unenforceable, such portion shall be severed from this Agreement, and the remaining parts hereof will remain in full force and effect. 11.6 AMENDMENTS. This Agreement may be amended only by the written agreement of Buyer and Seller. All amendments, changes, revisions and discharges of this Agreement, in whole or in part, shall be binding upon the parties so long as in writing and executed by both parties. 11.7 TIME Is of TxE ESSENCE. Time is of the essence as to all dates and time of performance, whether contained in this Agreement or contained in any Escrow instructions to be executed pursuant to this Agreement. 11.8 COUNTERPARTS. This Agreement, including any Addenda thereto, may be executed in counterparts, each of which when executed shall be an original and all of which together shall constitute one and the same Agreement. 11.9 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and enforceable by and shall inure to the benefit of the successors and assigns of the parties hereto. 11.10 No WAIVER. A waiver by either party of a breach of any covenant or provision of this Agreement by the other party shall not be deemed a continuing waiver or a waiver of any subsequent breach of any covenant or provision of this Agreement, whether of a like nature or otherwise. No waiver, modification, amendment, discharge, or change of this Agreement shall be valid unless it is in writing and signed by both Seller and Buyer. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act. 11.11 No Tx~RD-PARTY BENEFIT. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties to this Agreement and their respective successors and assigns, any rights or remedies.. 11.12 CONSTRUCTION; CHOICE OF LAW. This Agreement shall be construed fairly and equally as to Buyer and Seller and without regard to which party drafted the same. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California. 11.13 FURTHER ASSURANCES. Each party shall execute, with affidavit or acknowledgment, asrequired, any and all documents and writings reasonably necessary or expedient in the achievement of the purposes of this Agreement. 11.14 LIQUIDATED DAMAGES. IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS PROVIDED FOR IN THIS AGREEMENT BY REASON OF ANY DEFAULT OF BUYER, SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO RBR1139630k191167.6 ']