PROVIDED THAT IF SUCH REPAIR IS NOT COMPLETED BY THE CLOSING DATE, THE
CLOSING SHALL NOT BE POSTPONED AND THE BALANCE OF THE INSURANCE PROCEEDS SHALL
BE ASSIGNED TO BUYER AND BUYER SHALL RECEIVE A CREDIT AGAINST THE PURCHASE PRICE
OF THE SUM OF THE DEDUCTIBLE, TO THE EXTENT NOT ALREADY APPLIED BY SELLER TO
EFFECT THE REPAIR AND RESTORATION. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, IN THE EVENT THE ARCHITECT DETERMINES THAT ANY DAMAGE TO A MATERIAL
PART OF AN INDIVIDUAL PROPERTY CANNOT BE REPAIRED WITHIN NINE (9) MONTHS, BUYER
SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT WITH RESPECT TO SUCH INDIVIDUAL
PROPERTY OR PORTFOLIO WITHIN TEN (10) DAYS AFTER RECEIVING NOTICE OF SUCH
DETERMINATION, IN WHICH EVENT BUYER SHALL RECEIVE A REFUND OF THE PORTION OF THE
DEPOSIT ALLOCABLE TO SUCH INDIVIDUAL PROPERTY OR PORTFOLIO.
(B)
SELLERS SHALL NOT ENTER INTO ANY SETTLEMENT WITH THE INSURANCE CARRIER FOR
ANY DAMAGE THAT CONSTITUTES A MATERIAL PART OF AN INDIVIDUAL PROPERTY WITHOUT
THE CONSENT OF BUYER, WHICH SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR
DELAYED. IF PERMITTED BY SELLERS' INSURANCE CARRIER WITHOUT ANY ADDITIONAL COST
OR EXPENSE, SELLERS SHALL REQUEST THAT BUYER BE NAMED AS AN ADDITIONAL INSURED,
AS ITS INTEREST MAY APPEAR, UNDER SELLERS' INSURANCE POLICIES DESCRIBED IN
EXHIBIT Z AND, IF SO PERMITTED, SELLERS SHALL PROVIDE EVIDENCE THEREOF TO BUYER.
SECTION 16.3.
TERMINATION. IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS
ARTICLE XVI, THE PORTION OF THE DEPOSIT ALLOCABLE TO THE INDIVIDUAL PROPERTY
THAT HAS BEEN TERMINATED SHALL BE RETURNED TO BUYER, AT WHICH TIME THIS
AGREEMENT SHALL BE NULL AND VOID WITH RESPECT TO SUCH SELLER AND SUCH INDIVIDUAL
PROPERTY, AND NEITHER PARTY SHALL HAVE ANY RIGHTS OR OBLIGATIONS UNDER THIS
AGREEMENT WITH RESPECT TO SUCH SELLER AND SUCH INDIVIDUAL PROPERTIES, EXCEPT
THAT THE RIGHTS AND OBLIGATIONS THAT, BY THEIR TERMS, EXPRESSLY SURVIVE CLOSING,
SHALL SURVIVE TERMINATION.
ARTICLE XVII.
NOTICES.
SECTION 17.1.
NOTICES. ANY NOTICE, COMMUNICATION, REQUEST, REPLY OR ADVICE
(COLLECTIVELY, "NOTICE") PROVIDED FOR OR PERMITTED BY THIS AGREEMENT TO BE MADE
OR ACCEPTED BY BUYER OR ANY SELLER MUST BE IN WRITING. NOTICE MAY, UNLESS
OTHERWISE PROVIDED HEREIN, BE GIVEN OR SERVED (A) BY DEPOSITING THE SAME IN THE
UNITED STATES MAIL, POSTAGE PAID, CERTIFIED, AND ADDRESSED TO THE PARTY TO BE
NOTIFIED, WITH RETURN RECEIPT REQUESTED, (B) BY DELIVERING THE SAME TO SUCH
PARTY, OR AN AGENT OF SUCH PARTY, IN PERSON OR BY COMMERCIAL COURIER, (C) BY
FACSIMILE TRANSMISSION, EVIDENCED BY CONFIRMED RECEIPT AND
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CONCURRENTLY FOLLOWED BY A "HARD" COPY OF SAME DELIVERED TO THE PARTY BY MAIL,
PERSONAL DELIVERY OR OVERNIGHT DELIVERY PURSUANT TO CLAUSES (A), (B) OR
(D) HEREOF, OR (D) BY DEPOSITING THE SAME INTO CUSTODY OF A NATIONALLY
RECOGNIZED OVERNIGHT DELIVERY SERVICE SUCH AS FEDERAL EXPRESS, OVERNIGHT
EXPRESS, UPS, AIRBORNE EXPRESS, EMERY OR PUROLATOR. NOTICE SENT IN THE MANNER
HEREINABOVE DESCRIBED (OTHER THAN BY FACSIMILE) SHALL BE EFFECTIVE UPON RECEIPT
OR REFUSAL OF DELIVERY. NOTICE GIVEN BY FACSIMILE SHALL BE EFFECTIVE ONLY IF
SENT TO THE PARTY