Lake City, UT 84121
Attn: Mr. Charles L. Allen
Fax: (801) 365-4947
With a copy to:
Holland & Hart LLP
60 East South Temple, Suite 2000
Salt Lake City, Utah 84111
Attn: Mr. Steven E. Tyler
Fax: (866) 711-8035
30
2.
If to HSRE:
c/o Harrison Street Real Estate Capital, LLC
71 S. Wacker Drive
Suite 3575
Chicago, IL 60606
Attn: Mr. Stephen Gordon and Mr. Robert Mathias
Fax:
(312) 920-1855
With copies to:
DLA Piper LLP (US)
203 N. LaSalle Street
Suite 1900
Chicago, IL 60601-1293
Attention:
Michael S. Gershowitz
Fax:
(312) 630-6306
A NOTICE SENT IN COMPLIANCE WITH THE PROVISIONS OF THIS 14.3 SHALL BE DEEMED
GIVEN ON THE DATE OF RECEIPT OR REFUSAL TO ACCEPT DELIVERY, PROVIDED, HOWEVER,
THAT A NOTICE DELIVERED BY FACSIMILE SHALL ONLY BE EFFECTIVE (RETROACTIVE TO THE
TIME OF RECEIPT) IF SUCH NOTICE IS ALSO DELIVERED WITHIN TWO (2) BUSINESS DAYS
BY HAND OR DEPOSITED IN THE UNITED STATES MAIL, POSTAGE PREPAID, REGISTERED OR
CERTIFIED MAIL.
14.4
NO RECORDATION.
NEITHER THIS AGREEMENT NOR ANY MEMORANDUM THEREOF
SHALL BE RECORDED AGAINST THE PROPERTY.
14.5
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
IDENTICAL COUNTERPARTS ANY OR ALL OF WHICH MAY CONTAIN THE SIGNATURES OF FEWER
THAN ALL OF THE PARTIES BUT ALL OF WHICH SHALL BE TAKEN TOGETHER AS A SINGLE
INSTRUMENT.
14.6
WAIVER.
THE FAILURE BY EITHER PARTY TO ENFORCE AGAINST THE OTHER
ANY TERM OF THIS AGREEMENT SHALL NOT BE DEEMED A WAIVER OF SUCH PARTY'S RIGHT TO
ENFORCE AGAINST THE OTHER PARTY THE SAME OR ANY OTHER TERM IN THE FUTURE.
14.7
SEVERABILITY.
IF ANY ONE OR MORE OF THE PROVISIONS HEREOF SHALL BE
HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY,
ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION HEREOF AND
THIS AGREEMENT SHALL BE CONSTRUED AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE
PROVISION WERE NOT HEREIN CONTAINED.
14.8
JURY.
THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR CLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER REGARDING
ANY MATTERS ARISING OUT OF THIS AGREEMENT.
31
14.9
FURTHER ASSURANCES.
EACH PARTY AGREES TO PERFORM, EXECUTE AND
DELIVER, ON AND AFTER THE CLOSING, SUCH FURTHER ACTIONS AND DOCUMENTS AS MAY BE
REASONABLY NECESSARY OR REQUESTED TO MORE FULLY EFFECTUATE THE PURPOSES, TERMS
AND INTENT OF THIS AGREEMENT AND THE CONVEYANCES CONTEMPLATED HEREIN.
14.10
ATTORNEYS' FEES.
IF ANY PARTY HERETO OR THEIR RESPECTIVE SUCCESSORS
OR ASSIGNS FILES SUIT TO ENFORCE THE OBLIGATIONS OF, OR REMEDY AGAINST, ANY
OTHER PARTY TO THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER
FROM THE NON-PREVAILING PARTY THE REASONABLE FEES AND EXPENSES OF ITS ATTORNEYS
AND ITS COURT COSTS.
14.11
CONSTRUCTION.
THE PARTIES ACKNOWLEDGE THAT EACH PARTY AND ITS
COUNSEL HAVE REVIEWED AND REVISED THIS AGREEMENT AND THAT THE NORMAL RULE OF
CONSTRUCTION TO THE EFFECT THAT ANY AMBIGUITIES ARE TO BE RESOLVED AGAINST THE
DRAFTING PARTY SHALL NOT BE EMPLOYED IN THE INTERPRETATION OF THIS AGREEMENT OR
ANY AMENDMENTS OR