America Online 2010 Annual Report Download - page 169

common control with, or controlled by, Purchaser) without the consent of Seller. Provided further, Purchaser shall have the right, upon written notice to Seller
delivered no less than five (5) days prior to Closing, to designate one or more affiliates of Purchaser to receive the conveyance of one or more of the parcels
comprising the Property, together with such other instruments (i.e., Bill of Sale, Assignment and Assumption of Leases, Assignment and Assumption of
Contracts, etc.) necessary to effectuate the conveyance of such designated parcel(s) as contemplated herein. No assignment or designation by Purchaser will
relieve Purchaser of its obligations under this Agreement. In connection with any such assignment or designation, Purchaser shall require the assignee or
designee to be bound by all of the terms and provisions of this Agreement and to expressly assume in writing for the benefit of Seller all of the obligations of
Purchaser hereunder (e.g., in the case of a designation, all of the obligations of Purchaser hereunder pertaining to such designated parcel(s)), including the
obligation to enter into the documents required under Section 1.3 (Pedestrian Overpass) and Section 1.6 (CC7/CC8/Bonds Pertaining to the Property), from
and after the date of such assignment or designation. Subject to the limitations on assignment expressed in this Section 10.8, this Agreement shall be binding
upon, and inure to the benefit of, Purchaser and Seller and their respective successors and assigns and nothing in this Agreement, express or implied, is
intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.
10.9 Counterparts. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, and delivered by
means of facsimile transmission, .pdf or otherwise, each of which when so executed and delivered shall be deemed to be an original and all of which when
taken together shall constitute one and the same agreement.
10.10 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Virginia.
10.11 Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that no rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Agreement or any exhibits to it or any
document executed and delivered by either party in connection with this Agreement. All captions in this Agreement are for reference only and shall not be
used in the interpretation of this Agreement or any related document.
10.12 Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid
or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is
held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.
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