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12.11 Time of the Essence. Time is of the essence of this Agreement. Anywhere a day <br />certain is stated for payment or for performance of any obligation, the day certain so stated enters <br />into and becomes a part of the consideration for this Agreement. If any date set forth in this <br />Agreement shall fall on, or any time period set forth in this Agreement shall expire on, a day <br />which is a Saturday, Sunday, federal or state holiday, or other non -business day, such date shall <br />automatically be extended to, and the expiration of such time period shall automatically be <br />extended to, the next day which is not a Saturday, Sunday, federal or state holiday or other non- <br />business day. The final day of any time period under this Agreement or any deadline under this <br />Agreement shall be the specified day or date, and shall include the period of time through and <br />including such specified day or date. <br />12.12 Recitals and Section Headings. The recitals first set forth on page 1 of this <br />Agreement are incorporated herein as substantive terms of the Agreement. The headings to <br />sections of this Agreement are set forth only for convenience and are not substantive to the <br />Agreement. <br />12.13 Entire Agreement. This Agreement, together with each Exhibit and Schedule <br />attached hereto and referenced herein, represents the entire Agreement between Seller and <br />Purchaser with respect to the subject matter hereof and may be amended, modified or changed <br />only pursuant to a written instmment executed on behalf of both Purchaser and Seller. This <br />Agreement shall not be recorded by either party. <br />REMAINDER OF PA GE INTENTIONALL Y LEFT BLANK <br />