01-28-1998 Council Agenda - Laserfiche WebLink

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by notice to Seller, neither party shall be liable for damages hereunder to the other, and earnest money shall be refunded to Buyer. c. If Seller does not give notice of intention to make title marketable, or if notice is given, but the 120 day period expires without title being made marketable due to Seller's failure to proceed in good faith, Buyer may seek, as permitted by law, one or more of the following: (1) Proceed to closing without waiver or merger in the deed of the objections to title and without waiver of any remedies, and may: (a) seek damages, costs, and reasonable attorneys' fees from Seller as permitted by law (damages under this subparagraph (a) shall be limited to the costs of curing objections to title, and consequential damages are excluded); or (b) Undertake proceedings to correct the objections to title; (2) Rescission of this Purchase Agreement by notice as provided herein, in which case the Purchase Agreement shall be void and all earnest money paid hereunder shall be refunded to Buyer; (3) Damages from Seller together with costs and reasonable attorneys' fees, as permitted by law; (4) Specific performance within six months after such right of action arises. d. If title is marketable, or is made marketable as provided herein, and Buyer defaults in any of the agreements herein, Seller may elect either of the following options, as permitted by law: (1) Cancel this contract as provided by statute and retain all payments made hereunder as liquidated damages. The parties acknowledge their intention that any note given pursuant to this contract is a down payment note, and may be presented for payment notwithstanding cancellation; (2) Seek specific performance of this Agreement within six months after such right of action arises, including costs and reasonable attorneys' fees, as permitted by law. e. If title is marketable, or is made marketable as provided herein, and Seller defaults in any of the agreements herein, Buyer may, as permitted by law: (1) Seek damages from Seller including costs and reasonable attorneys' fees; (2) Seek specific performance within six months after such right of action arises. TIME IS OF THE ESSENCE FOR ALL PROVISIONS OF THIS AGREEMENT. 16. Notices. All notices required herein shall be in writing and delivered personally or mailed to the address as shown at Paragraph 1 above and, if mailed, are effective as of the date of mailing. 17. Indemnification. Seller agrees to indemnify and hold Buyer, its successors and assigns, harmless of and from any and all liabilities, claims, causes of action, penalties, demands and expenses of any kind or nature -5- Page 72