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must also mail a copy of the notice of termination to the Parties respective attorneys as provided for in Section 22 below. d. If the Non - Terminating Party disputes the Terminating Party's right to terminate this Agreement, the Non - Terminating Party must so notify the Terminating Party, in writing, within five (5) business days of the Non - Terminating Party's receipt of the Terminating Party's notice of termination. e. If the Non - Terminating Party does not dispute the Terminating Party's right to terminate the Agreement, Buyer must execute and delivery to Seller a recordable quit claim deed conveying the Property to Seller, and on the receipt of such a quit claim deed, Seller and Buyer must instruct Title to return the Earnest Money to the Party that is or the Parties that are entitled to the Earnest Money under the terms of this Agreement. f. If the Parties dispute the validity of an attempted termination of this Agreement, either Party may initiate a civil action in a court of competent jurisdiction to determine the status of this Agreement, and the Party that prevails in any such action is entitled to recover the costs and reasonable attorneys' fees which such Party incurs in the action from the non - prevailing Party. 20. Survival. The representations, covenants, agreements and indemnities set forth in this Agreement will remain operative and will survive Closing and the execution and delivery of the deed and will not be merged therein. 21. Assignment. The terms and conditions hereof inure to the benefit of and are binding on the successors and assigns of both parties hereto. Buyer may not assign Buyer's rights or obligations under this Agreement to any third party without Seller's consent which consent Seller may grant or withhold in Seller's sole and absolute discretion. Notwithstanding the foregoing, Buyer may assign Buyer's rights and obligations under this Agreement to a limited liability company or other entity that Buyer controls or that Buyer's members control upon notice to but without the consent of Seller. Such an assignment will not relieve Buyer from liability pursuant to Section 18(a)(ii) for a prior or subsequent default in the performance of the Buyer's obligations referenced in that Section. . 22. Notice. Any notice to be given or served upon any party hereto in connection with this Agreement must be in writing, and delivered to the other parties (i) in person; (ii) by facsimile transmission (with confirmation of transmission available upon request from the non - sending party); (iii) by a nationally recognized overnight delivery service; or (iv) by certified mail, return receipt requested. If notice is given in person or via facsimile transmission, notice is deemed to have been given when personal delivery was received by the party or when the facsimile transmission was transmitted. If notice is given by a nationally recognized overnight delivery service, notice is deemed to have been given the day following delivery to the delivery service of such notice. If notice is given by certified mail, notice is deemed to have been given three (3) days after a certified letter containing such notice, properly addressed with postage prepaid, is deposited in the United States mail. Notices should be sent to the parties at the following addresses: 2650680v4 09/13/10 -16-