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made and prepared by counsel for one of the Parties, it being recognized that this <br />Agreement and any related instruments are the product of extensive negotiations <br />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 />34. FOREIGN INVESTMENT IN REAL PROPERTY ACT ("FIRPTA"). Seller shall <br />inform Purchaser in writing if Seller is a "foreign person" as defined by the Foreign <br />Investment in Real Property Tax Act ("FIRPTA"). Purchaser and Seller shall comply with <br />FIRPTA which may require Seller to provide additional cash at Closing. If Seller is not a <br />"foreign person," Seller can provide Purchaser at or prior to Closing, a certification of non - <br />foreign status, under penalties of perjury, to inform Purchaser and Closing Agent that no <br />withholding is required. <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 JUNE 4, <br />2025, THIS OFFER WILL BE VOID UNLESS THE PURCHASER, AT ITS SOLE <br />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 />Purchaser2�seller <br />339 <br />