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7.3.B. - Page 29 <br /> f Despite good faith efforts by the City and the Developer, the Close <br /> of Escrow has not occurred by December 31, 2014 or such later <br /> date agreed to in writing by the parties; or <br /> g. The City is in material breach with respect to any material <br /> obligation of the City under this Agreement and such breach has <br /> not been cured by the City within the cure period set forth in <br /> Section 401; <br /> then this Agreement may, at the option of the Developer, be terminated by written notice thereof <br /> to the City. Upon such termination, neither the City nor the Developer shall have any further <br /> rights against or liability to the other under this Agreement, except as set forth in Section 104.a <br /> with respect to the Deposit. <br /> 406.2 Termination by the City <br /> In the event that prior to conveyance of title to the City Property to the <br /> Developer: <br /> a. All conditions precedent to City's obligation to consummate the <br /> sale of the City Property under this Agreement have not been <br /> satisfied or waived by the City, pursuant to Section 203.2; or <br /> b. The Developer is in material breach with respect to any material <br /> obligation of the Developer under this Agreement and such breach <br /> has not been cured by the Developer within the cure period set <br /> forth in Section 401; <br /> then this Agreement, and any rights of the Developer or any assignee or transferee in this <br /> Agreement pertaining thereto or arising therefrom with respect to the City, may, at the option of <br /> the City, be terminated by the City by written notice thereof to the Developer. <br /> Upon such termination, neither the City nor the Developer shall have any <br /> further rights against or liability to the other under this Agreement, except as set forth in Section <br /> 104.a with respect to the Deposit and except as expressly provided in the following paragraph. <br /> LIQUIDATED DAMAGES. IN THE EVENT OF TERMINATION <br /> UNDER SUBPARAGRAPH b. OF THIS SECTION 406.2, THE SUM OF TWENTY -FIVE <br /> THOUSAND DOLLARS ($25,000.00) (THE "LIQUIDATED DAMAGES AMOUNT ") <br /> COMPRISED OF THE LIQUIDATED DAMAGES PORTION OF THE DEPOSIT, (AS SET <br /> FORTH IN SECTION 104 OF THIS AGREEMENT), THE INDEPENDENT <br /> CONSIDERATION AND /OR A PORTION OF THE DOWN PAYMENT (IN ANY CASE <br /> NOT EXCEEDING A TOTAL SUM OF $25,000.00), SHALL BE RETAINED BY THE CITY <br /> AS AND FOR LIQUIDATED DAMAGES AND AS ITS PROPERTY WITHOUT ANY <br /> DEDUCTION, OFFSET OR RECOUPMENT WHATSOEVER. IF THE DEVELOPER <br /> SHOULD DEFAULT UPON ITS OBLIGATIONS, MAKING IT NECESSARY FOR THE <br /> CITY TO TERMINATE THIS AGREEMENT, THEN THE PARTIES ACKNOWLEDGE AND <br /> AGREE THAT THE DAMAGES SUFFERED BY THE CITY BY REASON THEREOF <br /> ATTY /AGR /2014.197/RDW GREYSTAR PDA <br /> REV: 10 -01 -14 PT & VR <br /> 82483.00017\9102745.13 18 <br />