11-13-2002 Council Agenda - Laserfiche WebLink

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20. Termination of this Agreement. Sections 15, 17 and 19(b)(i) of this Agreement allow Buyer to terminate this Agreement under certain conditions. The following procedures shall govern a Buyer's exercise of its termination rights: a. If a Buyer desires to terminate this Agreement pursuant to one of the above - referenced Sections, Buyer must notify Seller, in writing, Buyer's intent to terminate this Agreement. b. Buyer's notice must recite the section of this Agreement that authorizes Buyer's termination of this Agreement and must describe the facts and circumstances that justify termination under the referenced Section of this Agreement. c. Buyer must deliver its teuuination notice in the manner set forth in Section 22, and the effective date of Buyer's termination notice is determined pursuant to the provisions of Section 22 d. If Seller disputes Buyer's right to terminate this Agreement, Seller must so notify Buyer, in writing, within five (5) business days of the Seller's receipt of the Buyer's notice of termination. e. If Seller does not dispute the Terminating Party's right to terminate this Agreement, Buyer must execute and deliver to Seller a recordable quit claim deed evidencing the termination of this Agreement. If Buyer is terminating this Agreement pursuant to Section 19(b)(i) as a result of Seller's default, Seller must return the Letter of Credit to Buyer. If Buyer is terminating this Agreement pursuant to Section 15 or Section 17, Buyer must pay Seller $150,000 in cash or certified funds, and upon the receipt of the $150,000 Seller must return the Letter of Credit to Buyer. f If the Non - Terminating Party disputes the Terminating Party's right to terminate this Agreement, either Party may initiate a civil action in a court of competent jurisdiction to determine the status of the Agreement, and the Party that prevails in any such Action is entitled to recover the costs and attorney's fees the Party incurs in the action from the non prevailing Party. 21. Time. Time is of the essence for all provisions of this Agreement. 22. Notices. All notices provided for in this Agreement must be in writing. A notice is effective as of the date two days after the Party sending such notice deposits the notice with the United States Postal Service, with all necessary postage paid, for delivery to the other Party via certified mail, return receipt requested, at the address set forth in Section 1 above or as of the date one day after the Party sending such notice deposits the notice with a same day courier service or overnight delivery set-vice, with all necessary fees paid, for overnight delivery to the other Party at the address set forth in Section 1 above. If Party delivers a notice provided for in this Agreement in a different manner than described in the preceding sentence, the notice is effective as of the date the other Party actually receives the notice. The Party sending the notice shall also fax or mail a copy of the notice to the Seller's attorney at the addresses set forth below: 1428339v2ed V8 to V7; 11/1/02 9