2016-095 Council Resolution - Laserfiche WebLink

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(b) Upon Default. (i) If Buyer, without the right to do so and in default of its obligations under this Agreement, fails to complete Closing, Seller shall have the right to be paid the Deposit as liquidated damages. The parties acknowledge that the actual damages which Seller may incur by reason of Buyer's default are difficult to quantify as of the date of this Agreement and that the Deposit constitutes adequate and reasonable compensation to Seller as a result of Buyer's default hereunder. (ii) If Seller, without the right to do so and in default of its obligations under this Agreement, fails to complete Closing, Buyer shall, as Buyer's sole and exclusive remedy, either (i) terminate this Agreement by notice to Seller, and upon the giving of such notice of termination this Agreement shall terminate, and thereafter neither party shall have any further rights, obligations or liabilities under this Agreement except to the extent any right, obligation or liability set forth in this Agreement expressly survives termination of this Agreement, and receive a return of the Deposit; or (ii) sue for and obtain specific performance from Seller. As a condition precedent to Buyer exercising any right it may have to bring an action for specific performance as a result of Seller's default hereunder, Buyer must commence such an action within sixty (60) days following the date upon which Closing was to have occurred. Buyer agrees that its failure to timely commence such an action for specific performance within this sixty (60) -day period shall be deemed a waiver by it of its right to commence such an action. (iii) If Closing is completed, Title Company shall pay the Deposit to Seller on account of the Purchase Price. (c) Escrow Provisions. Title Company shall hold the Deposit in accordance with the terms of the Escrow Investment Instructions and General Settlement Instructions executed and delivered by Buyer, Seller and Title Company. 4. Closing. The closing and settlement of this transaction ("Closing") shall take place through an escrow established with the Title Company. Closing shall occur no later than ten (10) business days following the later of: (a) the expiration of the Inspection Period, or (b) Buyer's receipt of the Approvals (the "Closing Date"). 5. Condition of Title. Seller shall cause the Title Company to issue a title insurance commitment for the Parcel and deliver a copy thereof to Buyer. Seller shall convey to Buyer at closing fee simple title to the Property, subject to (a) the lien of real estate taxes, if any, not yet due and payable and any installments of special assessments certified for payment therewith; (b) building, subdivision and zoning ordinances; (c) all matters of record; and (d) any other matters identified in the title insurance commitment. Notwithstanding the foregoing, at or before Closing, Seller shall be obligated to cure, remove or provide for the satisfaction of any mortgage liens and security interests encumbering the Property and the satisfaction (or insurance over) of any mechanics liens or judgment liens other than any liens arising out of Buyer's activities with respect to the Property. Otherwise Seller is not required to cure, remove or provide for the satisfaction of any claimed title defect. -2-