13.1. Time of Essence
Time is of the essence in this Agreement and with respect to each covenant and condition hereof. Buyer and Seller each specifically agrees to strictly comply and perform its obligations herein in the time and manner specified and waives any and all rights to claim such compliance by mere substantial compliance with the terms of this Agreement.
Neither Buyer nor Seller may assign this Agreement except with the written consent of the other party.
13.3. Successors and Assigns; Covenants to Survive.
This Agreement shall be binding upon the Parties hereto and their respective heirs, representatives, transferees, successors and assigns. The covenants and agreements contained herein shall survive the Close of Escrow. The transfer by Seller of all or any part of the interest in the Vacation Ownership Interest shall not release Seller of its obligations under this Agreement
13.4. No Waiver
No delay or omission by either party in exercising any right or power under this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party of a breach of any of the covenants, agreements, restrictions, obligations or conditions of this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions, obligations or conditions under this Agreement. Furthermore, in order to be effective any waiver must be in writing executed by the other party.
13.5. No Third Party Beneficiaries.
This Agreement is only among Buyer, Seller and Escrow Holder and is not intended to be, nor shall it be construed as being, for the benefit of any third party.
13.6. Partial Invalidity.
If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affect thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
13.7. Modification or Amendment.
Any alteration, change, modification or amendment of this Agreement or any documents incorporate herein, in order to become effective shall be made by written instrument executed by all Parties.
13.8. Execution in Counterpart.
This Agreement and any modification, amendment or supplement to this Agreement may be executed by the Parties in several counterparts, and as so executed, shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories, to the original or the same counterpart.
13.9. Attorney Fees.
In the event of any dispute between the parties hereto arising out of the subject matter of this agreement or the escrow, or in connection with the Vacation Ownership Interest, the prevailing party such action shall be entitled to have and to recover from the other party its reasonable attorney's fees an other reasonable expenses in connection with such action or proceeding in addition to its recoverable court costs.
13.10. Merger of Prior Agreements and Understandings.
This Agreement and other documents incorporated herein by reference contain the entire understanding and agreement among Buyer, Seller and Escrow Holder relating too their respective obligations regard the Vacation Ownership Interest and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, shall be of no force or effect.
If any term, provision, condition or covenant of this Agreement or the application thereof any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
13.12. Interpretation; Governing Law.
This Agreement shall be construed according to its fair meaning and as if prepared by both Parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates.
All notices may be sent to the Parties and Escrow Holder electronically via e-mail. All notices between the Parties must be copied to Escrow Holder. This Agreement may be submitted to Escrow Holder via the Internet, or by other means such as facsimile, e-mail, regular mail or overnight service. All notices will be deemed received by the Parties when actually sent. The Parties hereby agree that all electronic submissions shall be treated as though submitted in original form, and for purposes of dispute among the Parties all electronic communications and submissions will be treated as though in original paper form. The Parties further agree that this transaction in its entirety may not be denied legal effect solely because there is not a pen and ink "writing" or "signature."