23. NOTICES.
All notices, demands, requests or other communications ("notices") required to
be given or which may be given hereunder shall be in writing and shall be sent
by U.S. Express Mail, Fed Ex, UPS or any similar national overnight receipted
courier service, addressed as follows:
If to Seller at:
c/o Louis Dreyfus Property Group
20 Westport Road
Wilton, Connecticut 06897
Attention: David Shepherd
With copies to:
Paul, Hastings, Janofsky & Walker LLP
75 East 55th Street
New York, New York 10022
Attention: Douglas A. Raelson
If to Purchaser, at:
77 West Wacker Drive, Suite 4600
Chicago, IL 60601
Attention: General Counsel
With copies to:
Perkins Coie LLP
131 South Dearborn Street, Suite 1700
Chicago, IL 60603
Attn: Phillip Gordon, Esq.
or to such other address or addresses as the parties may designate from time to
time by notice given in accordance with this Section 23. Notices may be given by
counsel to the respective parties hereto with the same force and effect as if
given by the parties themselves. Any notice shall be deemed given and effective
as of the date of receipt. The inability to deliver because of changed address
of which no notice was given, or rejection or other refusal to accept any notice
shall be deemed to be receipt of the notice as of the date of such attempt to
deliver or rejection or refusal to accept.
24. DEFAULT, REMEDIES.
A. PURCHASER DEFAULT. IF (I) PURCHASER SHALL FAIL TO CONSUMMATE THE PURCHASE OF
THE PROPERTY FOR ANY REASON OTHER THAN SELLER'S DEFAULT, THE CONDITIONS TO
PURCHASER'S OBLIGATIONS SET FORTH IN SECTION 11 HAVING BEEN SATISFIED OR WAIVED,
OR (II) IF PURCHASER SHALL OTHERWISE FAIL IN ANY MATERIAL RESPECT TO PERFORM ANY
OF ITS MATERIAL OBLIGATIONS OR AGREEMENTS AS AND WHEN REQUIRED HEREUNDER, THEN
SELLER SHALL HAVE THE RIGHT, AS SELLER'S SOLE AND EXCLUSIVE REMEDY, TO TERMINATE
THIS AGREEMENT ON NOTICE TO PURCHASER AND ESCROW AGENT AND TO RECEIVE, DRAW UPON
AND KEEP THE DEPOSIT, AND THE PROCEEDS THEREOF, WITH ANY INTEREST EARNED
THEREON, AS AND FOR LIQUIDATED DAMAGES AND FURTHER CONSIDERATION FOR ENTERING
INTO THIS AGREEMENT, AND, THEREUPON, THIS AGREEMENT SHALL BECOME NULL AND VOID
AND NEITHER PARTY TO THIS AGREEMENT SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS
HEREUNDER, EXCEPT FOR THOSE EXPRESSLY STATED TO SURVIVE THE TERMINATION
HEREUNDER, IT BEING THE UNDERSTANDING AND AGREEMENT OF THE PARTIES HERETO THAT
THE ACTUAL DAMAGES, COSTS AND EXPENSES SUSTAINED BY SELLER IN THE EVENT OF
PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO
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ASCERTAIN. ESCROW AGENT SHALL IMMEDIATELY DELIVER THE DEPOSIT (AND ANY PROCEEDS
THEREOF OR INTEREST THEREON) TO SELLER UPON RECEIPT OF SUCH NOTICE OF
TERMINATION. NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF ANY DEFAULT BY
PURCHASER UNDER THIS AGREEMENT DUE TO A BREACH AFTER CLOSING OR ANY TERMINATION
HEREOF OF ANY COVENANT, REPRESENTATION, INDEMNITY OR OTHER OBLIGATION WHICH
SURVIVES THE CLOSING OR ANY TERMINATION HEREOF, SELLER SHALL HAVE ANY AND ALL
RIGHTS AND REMEDIES AVAILABLE AT LAW OR IN EQUITY BY REASON OF SUCH