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between the parties hereto and that both parties hereto have contributed substantially <br />and materially to the final preparation of this Agreement and all related instruments. <br />27. AUTHORITY OF PARTIES. Seller and Purchaser represent to each other that <br />each has full power and authority to enter into and perform this Agreement, all related <br />instruments and the documentation contemplated hereby and thereby in accordance with <br />their respective terms and that delivery and performance of this Agreement, all related <br />instruments and the documentation contemplated hereby and thereby has been duly <br />authorized by all necessary action. <br />28. ATTORNEY'S FEES AND COSTS. In the event of any litigation between the <br />parties arising out of this Agreement or the collection of any funds due Purchaser or Seller <br />pursuant to this Agreement, the prevailing party shall be entitled to recover from the <br />nonprevailing party all costs incurred, including without limitation reasonable attorneys' <br />and paralegals' fees and costs, whether such fees and costs are incurred at trial, on <br />appeal or in any bankruptcy proceedings. <br />THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER. IF <br />THIS AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE <br />, 2023, THIS OFFER WILL BE VOID UNLESS THE <br />PURCHASER, AT ITS SOLE OPTION, ELECTS TO EXTEND THIS OFFER. <br />THIS IS INTENDED TO BE A LEGALLY BINDING AGREEMENT ON SELLER UPON <br />SELLER'S EXECUTION OF THE AGREEMENT. IF NOT FULLY UNDERSTOOD, SEEK <br />THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. <br />[THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK.] <br />11 <br />urchaser � Seller, <br />239 <br />