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7.1.D. - Page 21 <br /> twenty(20) days after Seller delivers written notice thereof. Buyer further agrees not to remove or make <br /> or permit any alterations in any of the tags, labels or other identifying markings placed by Seller on any of <br /> the Equipment. <br /> 11. CANCELLATION OR DEFAULT. Subject to the provisions of Section 2.1 of the <br /> Agreement, in the event Buyer seeks to cancel any order for the Equipment sold or to be sold hereunder, or <br /> defaults by refusal to accept shipment, Seller shall have the right, at Seller's option and in addition to any <br /> other remedies provided by law, to retain all monies paid by Buyer to Seller for the Equipment as Seller's <br /> liquidated damages, and not as a penalty or forfeiture, the parties hereto expressly acknowledging that the <br /> amount of damages incurred by Seller are uncertain and incapable of measurement, and the down payment <br /> represents a fair and reasonable measurement of Seller's damages. <br /> Except for the defaults described in the preceding paragraph, each of the following is an <br /> "Event of Default" hereunder: (a) Buyer fails to make any payment in cash when due or fails to comply <br /> with any other covenant or agreement hereunder or (b) materially breaches any representation hereunder <br /> and such failure or breach continues for 15 days after written notice by Seller to Assistant Public Works <br /> Director Terence Kyaw. At any time on or after an Event of Default, Seller may exercise any right or <br /> remedy available by law or this Agreement, including all the rights and remedies of a secured party, if <br /> applicable, as established or permitted upon agreement by the California Commercial Code, which rights <br /> and remedies,to the extent permitted by law, shall be cumulative. <br /> 12. LIMITED RIGHTS TO CONVEY. Due to the highly technical and specialized nature <br /> of the use of the Equipment, and as a material inducement for Seller to enter into this Agreement for the <br /> sale of the Equipment, except as provided herein Buyer covenants and agrees that it shall not sell, lease, <br /> license, assign,permit or otherwise allow the Equipment to be used in any manner or respect other than_by <br /> Buyer in Redwood City,California except as provided herein. In the event that Buyer wishes to sell,assign, <br /> transfer or otherwise convey the unit to a third party, Seller shall have a right of first offer to purchase the <br /> Equipment from Buyer at the proposed purchase price being offered.. (the "Offer Price"). Buyer shall <br /> present to Seller a copy of the firm third party written offer for the acquisition of the Equipment. Seller <br /> shall have a period of thirty(30) days from receipt thereof to elect, in writing, to acquire the Equipment at <br /> the Offer Price. In the event that Seller elects to not acquire the Equipment,Buyer may sell the Equipment <br /> to the specified third party at a price not below the Offer Price. If the sale is not made and consummated <br /> within 90 days after the expiration of said thirty (30) days period, the Buyer may not thereafter sell or <br /> otherwise dispose of the Equipment without again complying with this Section. In the event that Seller <br /> allows the purchase of the Equipment to take place, Seller retains the right as stated above to enter into an <br /> agreement with the third party purchaser and to enforce mandatory training requirements (cost of training <br /> to be paid by third party)to be determined by Seller and, if the sale occurs prior to December 31,2016,the <br /> right to 10%of the purchase price paid to Buyer. The parties hereto agree that any violation or breach of this <br /> Section will result in irreparable injury to Seller for which monetary damages alone would not be an adequate <br /> remedy. In the event of any such breach or threatened breach, Seller will be entitled to specific performance <br /> and immediate injunctive or other equitable relief, without the necessity of posting a bond, against Buyer. <br /> Any such relief shall be in addition to and not in lieu of any other relief by way of monetary damages or any <br /> other remedy in equity or at law that Seller shall have the right to pursue against the Buyer. <br /> 13. ADDITIONAL RIGHTS TO SELLER. Buyer covenants and agrees that in <br /> consideration of the significantly reduced Purchase Price for the Equipment being sold in this Purchase <br /> Agreement: <br /> Buyer's Initials <br /> REV:07-22-14 MLG <br /> Page 7 of 11 <br />