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contained in this Agreement (including, without limitation, any default by Seller of any such obligations and covenants) shall merge into the Deed and other Closing documents upon the Closing, and shall not survive the Closing, except to the extent otherwise expressly provided elsewhere in this Agreement. 6.3 Attorneys' Fees. If any action or proceeding is commenced by either party to enforce its rights or remedies under this Agreement, the prevailing party in such action or proceeding, including any bankruptcy, insolvency or appellate proceedings, shall be entitled to recover its reasonable attorneys' fees and court costs incurred therewith. ARTICLE 7 MISCELLANEOUS 7.1 Entire Agreement. This Agreement contains the entire agreement of the parties hereto. There are no other agreements, oral or written, and this Agreement can be amended only by written agreement signed by the parties hereto, and by reference, made a part hereof. 7.2 Agreement Binding on Parties: Assignment. This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. Subject to the provisions of the immediately succeeding sentence, Buyer shall not assign its rights under this Agreement without first obtaining Seller's prior written consent may be given or withheld in Seller's sole and absolute discretion. Notwithstanding the preceding, Buyer may assign its rights under this Agreement (without being required to obtain Seller's consent) only upon the following conditions: (i) the Deposit must have been timely delivered in accordance with the applicable provisions of this Agreement; (ii) the Inspection Period shall have ended and Buyer shall have delivered the Approval Notice to Seller and Escrow Holder; (iii) Buyer shall remain primarily liable for the performance of Buyer's obligations under this Agreement; (iv) the assignee shall expressly assume in writing all of Buyer's obligations under this Agreement; and (v) Buyer shall deliver to Seller a copy of a fully executed written assignment and assumption agreement between Buyer and such assignee at least five (5) business days prior to the Closing. 7.3 Notice. Any notice, communication, request, reply or advice (collectively, "Notice ") provided for or permitted by this Agreement to be made or accepted by either party must be in writing. Notice may, unless otherwise provided herein, be given or served (i) by depositing the same in the United States mail, postage paid, certified, and addressed to the party to be notified, with return receipt requested, (ii) by delivering the same to such party, or an agent of such party, in person or by commercial courier, (iii) by depositing the same into custody of a nationally recognized overnight delivery service such as Federal Express or DHL or (iv) transmitting an email to the party to be notified (with a simultaneous email to such party's counsel with respect to any notice sent to the Buyer or Seller). Notice deposited in the mail in the manner hereinabove described shall be effective on the third (3rd) business day after such deposit. Notice given in any other manner shall be effective only if and when received by the party to be notified between the hours of 7:00 A.M. and 5:00 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 Seller, Buyer, Escrow Holder and Title Company shall, until changed as hereinafter provided, be as set forth in Article 1. The parties hereto 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. 7.4 Time of the Essence. Time is of the essence in all things pertaining to the performance of this Agreement. 15 2013 08 20 CTC land purchase 04 agreement FINAL.doc