1993 Bar

I don't understand why James McCauley of the Virginia Bar does not connect two dots: (1) the dot for the Attorney Edward White attacking my character and (2) our Mother removing me from fiduciary positions and installing Edward White.

Dot 1

Dot 2

(From James McCauley letter of February 2, 1993)

"Apparently, your mother removed you from her will as a co-executor and nominated the Respondent [Attorney Edward White] in your place. However, none of these matters fall within the scope of the Code of Professional Responsibility particularly in view of the fact that you and the Respondent did not share an attorney-client relationship."

"You have also complained that your mother executed a codicil to her will removing you as a co-trustee and naming Mr. White in your stead. I find nothing improper about that particular matter as it was certainly your mother's prerogative to amend or modify her will and it was Mr. White's responsibility to follow her instructions in that regard."

(From James McCauley letter of November 1, 1993)

"Finally, you indicate that Mr. White, over a period of seven years, has made defamatory and divisive statements which you consider to be far more damaging than the issue regarding the real estate settlement. The Code of Professional Responsibility does not proscribe defamatory statements by an attorney, and our office is not the appropriate forum to investigate or prosecute your claim. If you feel that you have been defamed or libeled by the Respondent, then your remedy is to file a civil action, but a Bar complaint is not an appropriate vehicle to resolve that issue."

The CPA Joanne Barnes and the Attorney Edward White's signature pattern is to use, behind an invisible wall of secrecy, a trusting family member as unwitting cover. I've asked for help since 1992 and it's been kill the messenger and protect the predator since 1992

Since 1992/ I've been attacked slammed/hit for asking for help./ it's been kill the messenger.
It's been kill the messenger since 1992/ I've been attacked slammed/hit for asking for help./ it's been kill the messenger.

1993.02.10  (James McCauley [Virginia Bar] to Anthony O'Connell)
"Dear Mr. O'Connell:
This letter is in reference to your complaint against the above-referenced attorney received in our office on December 7, 1992. In addition, I acknowledge receipt of your supplemental correspondence dated January 26, 1993, received in my office on January 29. I have concluded my preliminary investigation of your original complaint and wish to advise you that your complaint presents no basis for further investigation by this office for the reasons I shall set out below.
The Respondent did not file a written answer to your complaint. However, Mr. White is represented by counsel in this matter, David R. Rosenfeld, Esquire, and I met with Mr. Rosenfeld and his associate in Alexandria to go over all of
he factual matters related to this complaint.
Your complaint alleges that the Respondent served as co-executor of your father's estate along with your mother and that the Respondent allegedly withheld certain information concerning a trust which was set up under your father's will in which you were named as a trustee.
According to your complaint, you retained the Respondent in 1987 to handle a real estate closing and you allege that the Respondent appointed himself cotrustee on the note securing that transaction. Then, the day prior to closing, Respondent allegedly informed you that he was not interests in this real estate transaction. You have also claimed that the Respondent
Respondent has handled your mother's estate incompetently.
With respect to your first complaint, it appears that your mother, rather than you, retained the Respondent for legal assistance in her capacity as executrix of your father's will. Apparently, your mother removed you from her will as a
co-executor and nominated the Respondent in your place. However, none of these matters fall within the scope of the Code of Professional Responsibility particularly in view of the fact that you and the Respondent did not share an attorney-client relationship."
Your father's will poured over into a trust which you were nominated trustee. By your own complaint, you admit that you hired another attorney to look into the funding of the trust, i.e., what distributions the estate would
make to the trust. It is my understanding that you came to Virginia to qualify as a trustee. Again, in respect to that matter, there is no attorneyclient relationship between you and the Respondent, Mr. White.In the absence of an attorney-client relationship between you and Mr. White, Mr. White was under no ethical obligation to follow any of your directions or instructions nor was he obligated to communicate directly with you. His ethical duties regarding competence, promptness and communication were owed to your mother.
It is my understanding, based upon a reading of your complaint, that the Respondent and your attorney reached an agreement regarding the funding of the trust and the Respondent agreed to cooperate by providing your attorney with a
draft of the final accounting of your father's estate. Your complaint initially provoked a thought on my part as to why the father's estate remained open so long. However, as indicated in your complaint, Mr. White was not retained by your mother until 1985. Thus, while your complaint states that you were not aware of the fact that your father had appointed you
as a co-trustee until 1985, and that your father passed away in 1975, the Respondent appears to have notified you of that fact after he had become involved in 1985.
You have also complained that your mother executed a codicil to her will removing you as a co-trustee and naming Mr. White in your stead. I find nothing improper about that particular matter as it was certainly your mother's prerogative to amend or modify her will and it was Mr. White's responsibility to follow her instructions in that regard.
Your second complaint involves an allegation that Mr. White undertook to represent your interests in a real estate closing in 1987. By letter dated December 28, 1987, you purportedly asked the Respondent to represent your interests in a transfer of property to the Lynch Properties Limited Partnership. You complain that the Respondent failed to notify you of the
closing date which you fortuitously discovered from the purchasers just before the closing. In addition, you point out that the Respondent and another party were named as trustees on the Deed of Trust securing the purchase loan without
your knowledge or consent. When you confronted Respondent about this, he advised that he did not represent your interests in this real estate transaction.
My investigation reveals that the Respondent did not serve as settlement attorney for this transaction, In fact, the closing was handled by Coldwell Banker, and the legal instruments for the transaction were prepared under the supervision of McGuire, Woods, Battle & Boothe. I have seen the real estate closing file which was delivered to Mr. Wright by the McGuire, Woods firm, and I am firmly convinced that Mr. White took no part in that transaction other than to perhaps provide informal legal advice to your mother. Your letter of December 28, 1987 is insufficient as a matter to law to establish an attorneyclient
relationship unless there is some evidence that Mr. White did in fact undertake to handle the closing, Finally, there is no ethical issue raised simply because Mr. White is named as a co-trustee in the Deed of Trust securing the purchase by the Lynch Properties Limited Partnership.
The third complaint involved an allegation that Mr. W ite allegedly withheld a $75,000 distribution until you agreed to obtain your own legal counsel With respect to this allegation, Mr. White, in his capacity as an administrator or
executor of an estate is under no obligation by law to make a interim distribution to you. Whether an interim distribution is made is entirely discretionary and the law requires a distribution to be made only upon the filing of a final accounting. With regard to your allegations of incompetence and delay on the part of Mr. White in handling your mother's estate, I have
determined that Mr. White has filed in a timely manner the inventory and first accounting for this estate. No delinquency notices or show cause summonses have been issued. The only possible area of neglect appears to be the late
filing of Mrs. OIConnellls income tax return, however, I am advised that Mr. White paid one-half of the accrued interest to the IRS, and that no penalties were assessed, In addition, Mr. White timely requested an extension for
filing the decedent's last income tax return and therefore no penalties were involved. As justification for the delay, Mr. White points out that he experienced some delay in obtaining the K-1 from you and your own complaint appears to concede that there was a problem with getting the K-1 to Mr. White.
Based on the foregoing, I see no basis in fact or in law to conclude that Mr. White has engaged in any misconduct in violation of the Code of Professional Responsibility. Therefore, please be advised that no further action will be taken on your complaint. By copy of this letter to Respondent's counsel, Mr. Rosenfeld, I am advising him of my determination.
Very truly yours,

1993.09.20 certified   (Anthony O'Connell to the Virginia Bar)
"To Whom It May Concern:
My fourteen page complaint with forty-four enclosures was dismissed
as having "no basis in fact" without allowing me the opportunity to
respond. In defense of myself and future families of-Virginia, I
would like to offer one illustration why I feel this is unjust.
Concerning the $1.41 million purchase agreement I made and later
hired Mr. White to handle, your investigator was:

"firmly convinced that Mr. White took no part in that transaction
other than to perhaps provide informal legal advice to your
mother. Your letter of December 28, 1987 is insufficient as a
matter to law to establish an attorney-client relationship
unless there is some evidence that Mr. White did in fact
undertake to handle the closing."
Mr. White's enclosed bills for services for this sale, with his
initials, state:

Far more more damaging to me than the usurped sale has been Mr. White's
more than seven years of defamatory and divisive statements,
preying on the uncertainties of my family. He continues this with
letters referencing your "no basis in fact" approval.
This is very important to me. Please allow me a hearing within the
safety of the system as I risk being sued if I ask for help
elsewhere.
Enclosures:
(1) Mr. White's bills for services rendered for my sale
(2) List of my unreturned telephone calls to Mr. White. I suggest
that Mr. White thought I though he was representing me at
closing."

1993.11.01  (James McCauley to Anthony O'Connell)
Dear Mr. O'Connell:
This letter is in response to your certified letter dated September 20, 1993, which was received in this office on September 23, 1993. As you know, the basis for my dismissal of your complaint was the absence of an attorney-client relationship,between you and the Respondent. Nothing you have submitted to me under cover letter dated September 20, 1993 changes my conclusion.
The copy of Mr. White's fee statement shows an entry: "4120 OV A. O'CONNELL." The fact that you had an office visit with Mr. White does not create an attorney-client relationship. I note that the fee statement dated April 16, 1988 is sent to Mrs. Jean M. O'Connell and I believe that your mother is the client in this particular matter, not you.Your original complaint alleges that the Respondent handled your mother's estate incompetently. I do not believe you have standing to complain, because you are not a. client of Mr. White. The second enclosure, a list of your unreturned telephone calls to Mr. White, 'also does not change my conclusion. Unless you can show that you are a client of Mr. White, Mr. White'was under no ethical.duty or mandate to return your telephone calls. This complaint also boils down to.your word against Mr. White's as to whether he was representing you at the settlement on the real estate transaction. The Bar would have to prove your position by clear and convincing evidence, and1 simply do not see any clear and convincing evidence that Mr. White had agreed to represent you, or that he represented you by his conduct.
Finally, you indicate that Mr. White, over a period of seven years, has made defamatory and divisive statements which you consider to be far more damaging than the issue regarding the real estate settlement. The Code of Professional Responsibility does not proscribe defamatory statements by an attorney, and our office is not the appropriate forum to investigate or prosecute your claim. If you feel that you have been defamed or libeled by the Respondent, then your remedy is to file a civil action, but a Bar complaint is not an appropriate vehicle to resolve that issue. I am truly sorry that I cannot advance your claims .or interest, however, I must stand on my original decision to dismiss your complaint. I trust that you will appreciate my explanation, although you disagree with it.
Very truly yours,

Questions

(1) I don't understand why Mr. McCauley did not require Mr. White to take an accountable position in writing ("The Respondent did not file a written answer to your complaint."). - why not? Why was Mr. White was never required to take an accountable position in writing, such as "Who did he represent and when?" The family automatically trust an attorney because the Bar holds attorneys out to the public as being regulated and trustworthy.

(2) I don't understand why Mr. McCauley does nor recognize the connection between Mr White's attacking my character before our Mother and our Mother removing me from fiduciary positions and installing Mr. White.

(3) I don't understand why Mr. McCauley does not recognize the law of contracts,. The sales contract for this sale says the "Seller" is a sing;e legal entity, I am the point of contact for the "Seller", and the Seller names the Trustee for the Deed of Trust. The real estate industry cannot function unless the law of contracts can be relied upon.

(4) Why the Bar took it as a given that our family was the problem; that out family was divided, especially when I am asking the Bar to stop Mr. White from making it appear divided and then be divided.

(5) If you connect the dots the Bar's "then your remedy is to file a civil action" means I would have to take my sister to Court also because she is co-exector with Edward White and history suggests that this is the way the accountants will have it. This is the pattern. This is why they use a trusting innocent family member.

(6) If the Mr. McCauley had followed the law

Sales contract

A sales contract means what it says. Only the parties to the contract can change the contract. To change a contract all parties to the contract must agree to the change and then it is a new contract. The law of contracts has to be honored for the real estate industry to function. The sales contract I negotiated with the Buyer in my 1988 sale addressed above says:

• The "Seller" is a single legal entity. This means that anyone representing the "Seller" represents all or none of the Grantors comprising the "Seller".
  
  
• The point of contact for the "Seller" is Anthony M. O'Connell, Trustee
  
  
• All notices or communications required or permitted under this Agreement shall be in writing
  
  
• The "Seller" names the Trustees for the Deed of Trust.
  
  
• The deed is to be a General Warranty Deed
  
  
• If the Mr. McCauley had enforced the law of contracts and had Mr. White take accountable positions in writing. my sisters would have learned then that they were being used, the unity of our family would not been been destroyed and rendered powerless, I could have sold the 1992 Trust property, and our innocent sister would not have continued to be used such as described in http:///www.judgesfairfaxcounty.com .
  
  
• Would the American Bar or other just power have Mr. White answer questions in writing such as who did he represent and when?
  

1987.12.24   (Sales contract)
"PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 24th day of December1987, by and between JEAN MINER, ANTHONY M. O'Connell, TRUSTEE and HERBERT A. HIGHAM, TRUSTEE ("Seller")and LYNCH PROPERTIES LIMITED PARTNERSHIP, a Virginia limited partnership, or assigns ("Purchaser"). The Seller and the Purchaser are sometimes hereinafter referred to as the "parties".
RECITALS :
R-1 Seller is the owner of a certain parcel of unimproved real property in Fairfax County, Virginia, bearing Fairfax County Tax Map Number 90-2-((1))-0085 and outlined in red on Exhibit attached hereto, and which parcel of real property contains approximately 155,500 square feet of land. Seller also owns an adjacent abandoned right-of-way, the size of which is unknown. Both Parcel 85 and the abandoned right-of-way are hereinafter referred to as the "Subject Property."
R-2 Purchaser desires to acquire the Subject Property, Seller desires to sell the Subject Property to the Purchaser upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, THIS AGREEMENT
W I T N E S S E T H :
That for and in consideration of the mutual premises hereinafter set forth in this Agreement, and in consideration of the Purchaser's Deposit (as defined below) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Section 1. Purchase and Sale.
Pursuant to the provisions of this Agreement, Seller agrees to sell and convey, and Purchaser agrees to purchase, the Subject Property. Seller shall convey the Subject
Property, together with any existing improvements to the Subject Property, and all pertaining rights and appurtenances thereto, including any right, title and interest the Seller enjoys in the adjacent streets, roads, alleys, parking areas and rights-of-way, and any other existing rights, interests and easements, as well as all mineral, oil, gas, air and water rights, appurtenant to the Subject Property. All major appliances in the residence will convey with the property.
Section 2. Purchase Price; Survey.
The purchase price shall be $10.00 per square foot
of land, the total amount to be determined by a survey to be performed at Purchaser's expense.
Section 3. Deposit.
Simultaneously with the execution of this Agreement by Purchaser, Purchaser shall deposit with McGuire, Woods, Battle & Boothe, 8280 Greensboro Drive, Suite 900, McLean, Virginia 22102 ("Escrow Agent"), cash or other immediately available funds in the amount of Ten Thousand Dollars ($10,000.00), who shall place same in an interest bearing account. Purchaser shall post Ninety Thousand Dollars ($90,000.00) additional deposit and release the deposit to the Seller at the expiration of the Feasibility Period, as hereinafter defined. The amount of cash paid to the Escrow Agent or
Seller hereunder plus interest thereon, as held by the Escrow Agent or Seller, shall be collectively referred to as the "Deposit."
Section 4. Terms of Payment.
Purchaser shall pay the purchase price as follows:
4.01 Cash Due at Settlement. At Settlement, the
Purchaser shall pay the Seller cash, or other immediately available funds, Two Hundred Fifty-Thousand ($250,000.00), of which the Deposit, plus all interest accrued thereon, shall constitute a portion.
4.02. Purchase Money Note. Seller will hold a purchase money note for the balance of the purchase price secured by a first deed of trust. The note shall bear interest at nine percent (9.0%). The note shall be payable in two annual installments of interest only followed by five equal annual installments of principal plus accrued interest (for a total of seven annual installments). There shall be no penalty for prepayment in full or in part: It is expressly agreed that this note and deed of trust shall not be subordinated to any other loan on the property.
4.03. Dedication by the Trustees. Said deed of trust shall contain a provision requiring the trustees under said deed of trust, without the necessity of obtaining the prior consent of the deed of trust note holder, to release land to be dedicated for public use such as for streets, public utilities, sanitary sewer, water, storm sewer, etc. from the above mentioned trust without you could come Sunday late afternoon, and stay until Monday late a.m. - early p.m. I think that may workcurtailment and at no cost to the Purchaser.
4.04. Trustees. Trustees in all deeds of trust are to be named by the parties secured thereby [Seller] . Seller agrees to instruct trustees on said deed of trust to sign plats of subdivision as desired by and without cost to purchaser or assigns so long as said subdivision meets the requirements of Fairfax County.
Section 5. Feasibility Tests and Studies.
5.01 Access; Indemnification. From the date of full execution of this Purchase Agreement, and continuing for a period of sixty (60) days thereafter (the "Feasibility Period"), Purchaser (and Purchaser's agents, employees or other parties designated by Purchaser) shall have the right, at any reasonable time or times, to enter onto the Subject Property to perform such tests, examination, surveys and studies as Purchaser deems appropriate, including, but not necessarily limited to, studies concerning economics, zoning, utility availability, soils and environmental studies, and a Preliminary Layout to the Subject Property. Purchaser shall reasonably restore the Subject Property to its condition existing prior to undertaking any such tests or other work on the Property, at Purchaser's sole cost and expense. Purchaser shall pay for all costs associated with any examinations of tests done on the Subject Property by Purchaser.
5.02 Feasibility Date. In the event that Purchaser determines, in Purchaser's sole and unreviewable discretion, prior to the expiration of the Feasibility Period
("Feasibility Date"), that Purchaser's acquisition and ownership or development of the Subject Property is not feasible for Purchaser in light of (1) the tests and studies referred to in the preceding paragraph, (2) any financial feasibility study made by Purchaser or (3) any other investigations or studies made by Purchaser, Purchaser shall have the right to terminate this Agreement by giving written notice to Seller on or before the Feasibility Date. After Purchaser gives such notice, this Agreement shall automatically terminate, the Escrow Agent shall return the Deposit to the Purchaser, and the parties shall hereafter be relieved of all further obligations under this Agreement. If Purchaser does not give written notice of termination prior to the Feasibility Date, then Purchaser's acquisition and ownership or development of the Subject Property shall be deemed to be feasible, this contingency shall be deemed to have been automatically satisfied and removed, and this Agreement shall automatically remain in full force and effect and shall be fully binding on both parties without further notice.
Section 6. Title to Subject Property.
(a) Title to the Subject Property shall at Settlement be free and clear of all liens and encumbrances, easements, limitations, covenants, restrictions, leasehold rights and tenancies, except only for (i) those liens and encumbrances which are to be satisfied and released with the cash due the Seller at Settlement hereunder, and (ii) the Permitted Title
Exceptions, defined below. Title shall be good of record and in fact, fully marketable and insurable by a title insurance company of Purchaser's choice which is licensed to conduct business in Virginia ("Title Company"), and subject to no exceptions other than the Permitted Exceptions, defined below. Such title insurance coverage shall be available to the Purchaser at standard rates, for standard coverage, without special endorsements of any kind..
(b) During the Feasibility Study Period, Purchaser shall obtain, at its expense, from the Title Company, a title insurance binder evidencing the state of title of the
Subject Property and evidencing that the Title Company will issue, at standard rates and without special endorsement, an ALTA Form B Owner's Title Insurance Policy in the amount of the purchase price, ensuring that fee simple estate to the Subject Property will be vested in the Purchaser with no exceptions other than the Permitted Title Exceptions. In the event such title examination discloses defects of title (other than those liens and encumbrances which are to be paid off and satisfied at Settlement out of the cash due Seller at Settlement) Purchaser shall promptly notify Seller in writing of such defects prior to the expiration of the Feasibility Study Period, and Seller shall thereafter be obligated to remove such defects at its expense prior to Settlement so that Seller will be prepared at Settlement to deliver good, marketable and insurable title (at standard rates) to the Subject Property, subject only to the Permitted Title Exceptions, defined below.
(c) In the event the Purchaser fails to notify the Seller, prior to the end of the Feasibility Study Period, of title defects required to be corrected prior to Settlement, title to the Subject Property shall conclusively be deemed satisfactory to Purchaser. Seller agrees that, following the date of full execution of this Agreement, it will not create or consent to the imposition of any lien, encumbrance, easement, limitation, covenant, servitude, restriction or tenancy on the Subject Property, without the prior written consent of the Purchaser.
(d) The Purchaser agrees to accept title to the Property subject only to the following exceptions ("Permitted Title Exceptions"):
(i) Real estate taxes which are not due and payable as of the date of Settlement; and
(ii) Any existing exceptions which the Purchaser fails to object to in writing prior to the end of the Feasibility Study Period.
Section 7. Deed.
Title to the Subject Property shall be conveyed to the Purchaser at Settlement by General Warranty Deed with English Covenants of Title, subject to no exceptions other than the Permitted Title Exceptions.
Section 8. Settlement.
8.01 Date and Place. The consummation of the transaction described in this Agreement ("Settlement") shall take place one hundred twenty days (120) days from the date of ratification of this contract at the offices of McGuire, Woods, Battle & Boothe, 8280 Greensboro Drive, Suite 900, McLean, Virginia 22102 ("Settlement Agent"). Purchaser shall notify Seller in writing if Purchaser elects to go to Settlement earlier than the date specified by this Agreement. Such notice shall be received by Seller at least fifteen (15) days prior to the earlier Settlement Date proposed by Purchaser.
8.02 Adjustments. Real estate taxes shall be adjusted as of the date of settlement.
8.03 Settlement Costs. Purchaser and Seller hereby authorize the Settlement Agent to settle this Agreement. Seller shall pay the Virginia Grantor's tax, and the cost of preparation of the general warranty deed. Purchaser shall pay for title insurance, title examination, conveyancing and notary fees, survey preparation, recordation taxes and charges, and all other settlement costs, expenses and charges. Seller and
Purchaser shall each pay their respective attorneys' fees.
Section 9. Default; Damages.
9.01 Purchaser's default prior to Settlement.
The Seller and Purchaser agree that the payment of the Deposit by the Escrow Agent as provided for hereunder does not constitute a penalty but rather is an agreed upon manner of establishing the amount of damages, and is the Seller's exclusive remedy for Purchaser's breach of this Agreement.
9.02 Seller's Default. If Seller refuses or is unable to settle according to the terms of this Agreement then, in addition to Purchaser's right to have the Deposit returned, Purchaser shall also have the option to exercise any additional and appropriate legal and equitable remedies available to it, including the remedy of specific performance.
Section 10. Brokers.
Each party represents and warrants to the other that such party has employed no brokers or finders in respect of this transaction. The Seller hereby agrees to indemnify and hold the Purchaser harmless from and against any and all claims, costs, loss or liability, including attorney's fees, for brokerage commissions asserted against the Purchaser by reason of the breach of Seller's representation and warranty contained in this Section 10. The Purchaser hereby agrees to indemnify and hold the Seller harmless from and against any and all claims, costs, loss or liability, including attorney's fees, for brokerage commissions asserted against the Seller by reason of the breach of Purchasers representation and warranty contained in this Section 10.
Section 11. Notices
All notices or communications required or permitted under this Agreement shall be in writing and shall be deemed duly given if in writing and delivered personally, or sent by registered or certified United States mail, return receipt requested, first class, postage prepaid, to the following addresses, (or such other addresses as may be designated in writing):
(a) if to the Seller:
Anthony M. O'Connell, Trustee
2337 S. 13th Street
St. Louis, Mo. 63104
and
(b) with a copy to:
Jean Miner O'Connell
6541 Franconia Road
Springfield, Va. 22150
and
(c) if to Purchaser:
Lynch Properties Limited Partnership
P. 0.BOX 607
Springfield, Virginia 22150
and
(d) with a copy to:
Allan B. Goldstein
McGuire, Woods, Battle & Boothe
8280 Greensboro Drive, Suite 900
McLean, Virginia 22102
Section 12. Miscellaneous.
12.1 Modifications and Waivers. No modification, waiver, amendment, discharge or change of this Agreement, except as otherwise provided herein, shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is sought. This Agreement contains the entire agreement between the parties relating to the transactions contemplated hereby, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein.
12.2 Successors and Assigns; Assignment. All terms of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by the parties hereto and their respective legal representatives, heirs, successors and assigns.
12.3 Time of the Essence. Time is of the essence for all purposes of this Agreement.
12.4 Risk of Loss. Each portion of the Subject Property shall be held at the risk of the Seller until Settlement hereunder.
12.5 Governing Law. This Agreement is intended to be performed in the Commonwealth of Virginia and shall be construed and enforced in accordance with the internal laws thereof.
12.6 Survival of Representations and Warranties.
All representations and warranties made by either party herein shall survive Settlement and shall not merge into the deed to be delivered to Purchaser at Settlement.
12.7 Exhibits. All exhibits referred to herein and attached hereto shall be and are incorporated in this Agreement by reference as though fully set forth herein.
12.8 Captions. The captions of this Agreement are inserted for convenience of reference only and do not define, describe or limit the scope of the intent of this Agreement or any term hereof.
12.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute on and the same instrument.
12.10 Offer and Acceptance; Effective Date. This Agreement has been executed first by Purchaser and shall be deemed a continuing offer of the Purchaser to purchase the Subject Property from the Seller for ten (10) working days after the date of Purchaser's execution. The effective date of this Agreement for all purposes shall be deemed to be the date of execution by the last executing party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written."
[Anthony O'Connell's  note: Please see the pdf version for the last three pages (signature and notary pages). To minimize file size, Exhibit A, a map, is not included in the Word or pdf version]