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agreements, proposals and understandings. This Agreement shall not be orally amended, modified, superseded, or cancelled, it being specifically understood that any of the terms, covenants, representations and conditions contained herein may be amended only by written instrument executed by all parties. (c) Binding Effect: The covenants and conditions herein shall bind and inure to the benefits of the executors, administrators, successors and assigns of the respective parties. (d) Assignment: This Agreement may be assigned by Purchaser to any entity in which James Dally has a controlling ownership interest without the consent of the Seller. Other assignments may not occur without the consent of Seller, with such consent not being unreasonably withheld. (e) Counterparts: This Agreement may be executed in counterparts each of which may be deemed an original, and all such counterparts together shall be deemed one and the same agreement. (f) Survival: All warranties, covenants and representations made herein shall survive closing. BROKERS. Neither Seller nor Purchaser has engaged a real estate broker in regards to this transaction and specifically disclaims any liability for a broker's commission. 20. CONFIDENTIALITY. The parties agree that the specific business terms of this Agreement are subject to the Indiana Open Door Law. 21. ADVICE OF COUNSEL. This Agreement has been drafted for submission to Seller and Seller's attorney. All parties involved in a real estate transaction should seek the advice of legal counsel before entering into any agreement; to determine the marketability of title; understand possible tax consequences; to ascertain that the terms of the sale are adhered to before the transaction is Closed; and to obtain advise with respect to all notices related to this Agreement. Purchaser and Seller acknowledge the importance of advice from counsel and expressly acknowledge that they have been provided full opportunity to seek the advice of counsel. Moreover, this Agreement has been the result of substantial negotiations between the Parties and they are fully aware of its contents and of its legal effect. Accordingly, this Agreement will not be construed against any party on the grounds that such party drafted this Agreement. Instead, this Agreement will be interpreted as though drafted equally by both parties. The parties enter into this Agreement freely and voluntarily and with a full understanding of its terms. 22. SECTION 1031 TAX - DEFERRED EXCHANGES. Upon either party's request, the other party shall cooperate and reasonably assist the requesting party in structuring the 10