Binding and Non-Binding Provisions .  Unless extended by the mutual written agreement of Magellan and Rose, this MOU will terminate if the Asset Purchase Agreement is not executed on or before the end of the Option Period or Extended Option Period. Notwithstanding, if at the end of the Extended Option Period the Closing Escrow is fully funded, but the Parties are unable to close the Asset Purchase Agreement due to one or more unfulfilled conditions to closing without either Party being in breach, this MOU shall continue in full force and effect for up to an additional 60 days.  Except for Paragraphs 5, 6, 7, 8 , 11 , 12, 13, 14, 15,  and this Paragraph 16 , which the Parties hereto agree shall be valid and legally binding, this MOU is intended to be a non-binding expression of mutual interest among the Parties hereto.  Notwithstanding any negotiations or written or oral statements made in this MOU or made in other written or oral communications before or after the execution of this MOU, no Party shall be deemed to be legally obligated to proceed with the Transaction until the Asset Purchase Agreement is executed and delivered and the other conditions set forth in this MOU and the Asset Purchase Agreement are satisfied.