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
51
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 TO BE NOTIFIED BETWEEN THE HOURS OF 8:00 A.M. AND 7:00 P.M. OF ANY
BUSINESS DAY WITH DELIVERY MADE AFTER SUCH HOURS TO BE DEEMED RECEIVED THE
FOLLOWING BUSINESS DAY.
FOR THE PURPOSES OF NOTICE, THE ADDRESSES OF SELLERS,
BUYER AND ESCROW HOLDER SHALL, UNTIL CHANGED AS HEREINAFTER PROVIDED, BE AS SET
FORTH IN THIS ARTICLE XVII.
BUYER AND SELLERS SHALL HAVE THE RIGHT FROM TIME TO
TIME TO CHANGE THEIR RESPECTIVE ADDRESSES, AND EACH SHALL HAVE THE RIGHT TO
SPECIFY AS ITS ADDRESS ANY OTHER ADDRESS WITHIN THE UNITED STATES OF AMERICA BY
AT LEAST FIVE (5) DAYS WRITTEN NOTICE TO THE OTHER PARTY.
NOTICES SHALL BE
ADDRESSED AS FOLLOWS:
(A)
IF TO SELLERS,