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9 <br /> Everett,WA 98201 <br /> or to such other addresses as either party hereto may from time to time designate in <br /> writing and deliver in a like manner. All notices shall be deemed complete upon actual <br /> receipt or refusal to accept delivery. <br /> 12.3 Survival. All provisions of this Agreement that involve obligations, <br /> duties or rights to be performed after the Closing Date or the recording of the Deed, and <br /> all covenants, representations and warranties made in or to be made pursuant to this <br /> Agreement shall survive the Closing Date and/or the recording of the Deed only to the <br /> extent expressly provided herein. <br /> 12.4 Captions. The captions of this Agreement are for convenience and <br /> reference only and in no way define, limit or describe the scope or intent of this <br /> Agreement. <br /> 12.5 Merger of Prior Agreements; Reliance. This Agreement and the exhibits <br /> hereto constitute the final and complete agreement between the parties with respect to <br /> the purchase and sale of the Property and supersede all prior and contemporaneous <br /> agreements, letters of intent and understandings between the parties hereto relating to <br /> the subject matter of this Agreement. There are no oral or other agreements, including <br /> but not limited to, any representations or warranties, which modify or affect this <br /> Agreement. Seller shall not be bound by, or liable for, any warranties, representations <br /> or statements of fact or opinion made by any other person, partnership, corporation or <br /> other entity, including, without limitation, the Title Company, any surveyor and any <br /> consultants. Buyer acknowledges to Seller that in entering into this Agreement, Buyer <br /> is not relying on any warranties except those expressly set forth herein or in the Deed. <br /> 12.6 No Joint Venture. It is not intended by this Agreement to, and nothing <br /> contained in this Agreement shall, create any partnership, joint venture or other <br /> arrangement between Buyer and Seller. No term or provision of this Agreement is <br /> intended to be, or shall be, for the benefit of any person, firm, organization or <br /> corporation not a party hereto, and no such other person, firm, organization or <br /> corporation shall have any right or cause of action hereunder. <br /> 12.7 Governing Law; Time. This Agreement and the rights of the parties <br /> hereto shall be governed by and construed in accordance with the internal laws of the <br /> State of Washington. "Day" as used herein means a calendar day and "business day" <br /> means any weekday on which commercial banks are generally open for business in the <br /> State of Washington. Any period of time that would otherwise end on a non-business <br /> day shall be extended to the next following business day. Time is of the essence of this <br /> Agreement. <br /> 15 <br /> 108 <br />