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entirety to the new Transferee-and 2.1 Copies of recorded Grant Deed(s) or other type(s) of deed(s) evidencing transfer of ownership in the Subject Property. 23. Independent Advice. The Parties each acknowledge that they have consulted with their counsel as they deemed necessary in connection with the negotiation, execution and delivery of this Agreement. 24. Binding Effect. This Agreement shall be binding upon the Parties' legal representatives, agents, past, present and future employees, shareholders, affiliates, parent corporations, subsidiaries, directors,officers, assigns and successors. 25. Enforcement of Agreement. Should it, become necessary for any Party to this Agreement to commence a legal proceeding for the purpose of enforcing the terms of this Agreement, the prevailing Party shall be entitled to recover its attorneys' fees and costs in connection with that action, and the Parties stipulate that the Superior Court of San Joaquin County shall retain jurisdiction to enforce the terms of this Agreement. 26. Execution in Counterparts. This Agreement may be executed and delivered in two or more counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts together shall constitute but one and the same instrument and Agreement. it is further agreed that scanned and emailed and/or facsimile copies of executed signature pages may. be assembled and that each and every one of the same shalt be given the force and effect of an original signature. 27. Further Assurances. All the Parties hereto agree to and will cooperate fully with each other in the performance of this Agreement, and will execute such additional agreements,documents or instruments as may reasonably be required to carry out the intent of the Parties. 28. 5everabilit4 of Provisions: In the event that any provision of this Agreement should be held to be void,voidable,or unenforceable,the remaining portions shall remain in full force and effect. 29. Time is of the Essence. Time is of the essence in the performance of the obligations required by this Agreement. 30. No Waiver. No waiver of any obligations under this Agreement will be enforceable or admissible unless set forth in a writing signed by the Party against which enforcement or admission is sought. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. 31. Entire A reement•Terms Read and Understood. The undersigned have read all of the foregoing Agreement. This Agreement constitutes the entire agreement of the Parties, and it supersedes all other verbal or written agreements, representations and promises. The Parties fully understand all of the terms hereof, and represent that they enter into this Agreement of their own will and not due to any representation,commitment, promise, pressure,or duress from any other Party. f 9 l y