Miscel1aneous Clause Samples

Miscel1aneous. (a) The section headings contained in this Amendment are for convenience of reference only and are not intended to delineate or limit the meaning of any provision of this Amendment or to be considered in construing or interpreting the provisions of this Amendment. Capitalized terms used in this Amendment which are not otherwise defined herein shall have the same meaning as given to them in the Contract. (b) This Amendment may be executed in any number of counterparts, separately or together, by Seller and Buyer. If counterparts hereof are executed separately by Buyer and Seller, when taken together, same will constitute one (1) original. If the same counterparts are executed by Buyer and Seller, then each such counterpart shall constitute an original. Seller and/or Buyer may execute and deliver this Amendment by telephone facsimile transmission, and the receiving party may rely fully thereon as an original. (c) This Amendment embodies the entire agreement and understanding between Buyer and Seller with respect to its subject matter and supersedes all prior agreements and understandings, written or oral, between Buyer and Seller related to that subject matter. This Amendment may be amended, waived or discharged only by an instrument in writing executed by the party against which enforcement of the amendment, waiver or discharge is sought. (d) The determination that any provision of this Amendment is invalid or unenforceable will not affect the validity or enforceability of the remaining provisions or of that provision under other circumstances. In the event of any determination of invalidity or unenforceability, this Amendment will be construed as if the invalid or unenforceable provision were not included in this Amendment. EXECUTED as of the [though not necessarily on] the 26th day of August, 2005. SELLER: BRAINERD DRUGSTORE, LLC By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ---------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Its: Manager BUYER: SERIES A, LLC By: /S/ ▇▇▇▇ ▇. ▇▇▇▇ ---------------------------------- Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Authorized Officer SECOND AMENDMENT TO PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS THIS SECOND AMENDMENT TO PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (this "Amendment") is entered into by and between BRAINERD DRUGSTORE, LLC, a Colorado limited liability company ("Seller"), and SERIES A, LLC, an Arizona limited liability company ("Buyer").