America Online 2010 Annual Report Download - page 168

or refused by it shall be deemed for all purposes of this Agreement to have been received by the rejecting party on the date so refused or rejected, as
conclusively established by the records of the U.S. Postal Service or the courier service.
All notices that are required or permitted to be given under this Agreement may be given by the parties hereto or by their respective counsel, who are hereby
authorized to do so on the parties' behalf.
10.4 Entire Agreement; No Modifications. This Agreement, together with the schedules and exhibits attached hereto, incorporates all agreements,
warranties, representations and understandings between the parties to this Agreement with respect to the subject matter hereof and constitutes the entire
agreement of Seller and Purchaser with respect to the purchase and sale of the Property. Any prior or contemporaneous correspondence, memoranda,
understandings, offers, negotiations and agreements, oral or written, are merged herein and replaced in total by this Agreement and the exhibits hereto and
shall be of no further force or effect. This Agreement may not be modified or amended except in a writing signed by Seller and Purchaser.
10.5 Time. Time is of the essence in the performance of the parties' obligations set forth in this Agreement. However, if the final date of any period which is
set out in any provision of this Agreement or the Closing Date falls on a Saturday, Sunday or legal holiday under the laws of the United States, then the time
of such period or the Closing Date, as the case may be, shall be extended to the next date which is not a Saturday, Sunday or legal holiday.
10.6 Attorneys' Fees. In the event any action or proceeding at law or in equity between Purchaser and Seller to enforce or interpret any provision of this
Agreement or to protect or establish any right or remedy of either Purchaser or Seller hereunder, the unsuccessful party to such action or proceeding shall pay
to the prevailing party all costs and expenses including, without limitation, reasonable attorneys' and paralegals' fees and expenses, incurred by such
prevailing party, in such action or proceeding and in any appeal in connection therewith, whether or not such action, proceeding or appeal is prosecuted to
judgment or other final determination, together with all costs of enforcement and/or collection of any judgment or other relief.
10.7 No Deductions or Off-Sets. Purchaser acknowledges that the Purchase Price to be paid for the Property pursuant to this Agreement is a net amount and
shall not be subject to any off-sets or deductions except as provided in this Agreement. Notwithstanding the foregoing, the amount of the Purchase Price shall
be subject to the prorations and adjustments provided for in Article 7 above
10.8 Successors, Assigns and Designees. Purchaser may not assign any of Purchaser's rights or duties hereunder without the prior written consent of Seller,
which may be granted or withheld in Seller's sole discretion; provided, however, that Purchaser shall have the right to assign its rights under this Agreement to
an affiliate of Purchaser or CBRE Operating Partnership, L.P. (i.e. a company controlling, under
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