AG 2008 08 18 - Laserfiche WebLink

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(15) days of receiving written notice from Seller of such event, elect to: (i) terminate this Agreement and all of Buyer's obligations under this Agreement, whereupon the Deposit, together with all interest accrued hereon, shall be returned to Buyer and this Agreement shall become null and void and no party shall have any right, duty or obligation under this Agreement, or (ii) consummate the purchase of the Property. If Buyer does not elect to terminate this Agreement, then Seller shall on the Closing Date pay to Buyer all insurance proceeds that have then been received by Seller plus an amount equal to any deductible, or self-insurance retention related to the casualty coverage, and all condemnation awards and compensation then received by Seller. In addition, Seller shall transfer and assign to Buyer, in form reasonably satisfactory to Buyer, all rights and claims of Seller with respect to any insurance policy that insured against such damage or casualty and/or any payment fot damages and compensation on account of such taking. Seller will not settle any condemnation or eminent domain claim or proceeding nor receive any award or payment in connection with a change in the grade of any street, road, highway or avenue in respect of or in connection with the Property without obtaining Buyer's prior written consent in each case. 14. DEFAULT. A. Seller's Default. Notwithstanding anything contained in this Agreement to the contrary, if the sale and purchase of the Property contemplated by this Agreement is not consummated on account of Seller's default or failure to perform hereunder, the Deposit, together with all interest earned thereon, shall be refunded to Buyer on notice by Buyer to the Title Company holding such Deposit, without prejudice to any other rights or remedies of Buyer hereunder, at law or in equity, which shall include that of specific performance. B. Buyer's Default. If the sale and purchase of the Property contemplated by this Agreement is not consummated on account of Buyer's default hereunder, Seller shall be entitled, as its sole and exclusive remedy hereunder, to pursue either of the following remedies: (i) Seller may sue Buyer for specific performance of this Agreement or (ii) Seller may receive the Deposit as full and complete liquidated damages for such default of Buyer, the parties hereto acknowledging that it is impossible to estimate more precisely the damages that might be suffered by Seller upon Buyer's default of this Agreement. Seller's entitlement to and receipt of the Deposit is intended not as a penalty, but as full and complete liquidated damages. The right to sue for specific performance or to retain such sums as full liquidated damages are Seller's sole and exclusive remedies in the event of default or failure to perform hereunder by Buyer, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) sue Buyer as to any claims, injury or loss arising from or in connection with this Agreement or to recover actual damages in excess of such sums. 15. EASEMENTS. Seller covenants and agrees that during the term of this Agreement, it shall not grant or enter into any easements, rights-of--way, leases, contracts for work, or other agreements affecting the Property, or the title thereto, without first obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed provided that the proposed instrument does not adversely affect the value or use of the Property. 16. REPRESENTATIONS TO SURVNE CLOSING. The warranties, representations and covenants made by the parties herein shall survive the Closing contemplated by this Agreement and the Closing Date, and they shall continue in full force and effect without termination for one (1) year after Closing or for one (1) year after the earlier termination of this Agreement. All warranties, representations and covenants of Seller and Buyer, respectively, shall be complete, true and accurate as of the date of the last execution of this Agreement and on the Closing Date. Seller and Buyer agree to WCSR 3614883v5 ta~~"J