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23. Miscellaneous. (a) Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall,to any extent,be invalid or unenforceable,the remainder on of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid, and shall be enforced to the fullest extent permitted by law. (b) Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of time for performance of any other obligation or act except those of the waiving party,which shall be extended by a period of time equal to the period of the delay. (c) Survival of Representations. The representations and warranties made by each party herein shall survive(1) for a period of one(1)year following the Close of Escrow, and(2) for a period of one(1)year following the termination and/or cancellation of this Agreement. (d) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto. (e) Professional Fees. If either party commences an action against the other to interpret or enforce any of the terms of this Agreement or because of the breach by the other party of any of the terms hereof,the losing party shall pay to the prevailing party reasonable attorneys'fees,costs and expenses and court costs and other costs of action incurred in connection with the prosecution or defense of such action,whether or not the action is prosecuted to a final judgment. For the purpose of this Agreement, the terms "attorneys' fees" or "attorneys' fees and costs" shall mean the fees and expenses of counsel to the parties hereto,which may include printing,photostating,duplicating and other expenses,air freight charges, and fees billed for law clerks,paralegals,librarians and others not admitted to the bar but performing services under the supervision of an attorney. The terms"attorneys' fees"or "attorneys'fees and costs"shall also include,without limitation,all such fees and expenses incurred with respect to appeals,arbitrations and bankruptcy proceedings,and whether or not any action or proceeding is brought with respect to the matter for which said fees and expenses were incurred. The term "attorney"shall have the same meaning as the term"counsel." (f) Entire Agreement. This Agreement (including all Exhibits attached hereto) is the final expression of,and contains the entire agreement between,the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented, superseded, canceled or terminated, nor may any obligations hereunder be waived,except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein. The parties do not intend to confer any benefit hereunder on any person,firm or corporation other than the parties hereto and lawful assignees. (g) Time of Essence. Seller and Buyer hereby acknowledge and agree that time is strictly of the essence with respect to each and every term,condition, obligation and provision hereof and that failure to timely perform any of the terms, conditions,obligations or provisions hereof by either party shall constitute a material breach of and a non-curable(but waivable)default under this Agreement by the party so failing to perform. (h) Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed by the parties to create the relationship of principal and agent,a partnership,joint venture or any other association between Buyer and Seller. -12- PSA Stooktoa-Farmington Sanchez Final 05.30.07