Agmt14 No-Des, Inc. - Laserfiche WebLink

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twenty(20)days after Seller delivers written notice thereof. Buyer further agrees not to remove or make or permit any alterations in any of the tags,labels or other identifying markings placed by Seller on any of the Equipment. 11. CANCELLATION OR DEFAULT. Subject to the provisions of Section 2.1 of�e Agreement,in the eveut Buyer sceks to cancel any oider for the Equipment sold or to be sold hereunder,or defaults by refusal to accept shipment, Seller shall have the right,at Seller's option and in addition to any other remedies provided by law,to retain all monies paid by Buyer to Seller for the Equipmeirt as Seller's liquidated damages,and not as a penalty or forfeiture,the parties hereto expressly acknowledging that the amount of dan�ages inc,urreci by Seller are uncertain and incapable of ineasurement,and the down payment represents a fair and reasonable measurement of Seller's damages. Except for tl�defaults described in the preceding paragraph,each of the following is an "Event of Default"hereunder: (a) Buyer fails to make any payment in cash when due or fails to comply with any other covenant or agreement hereunder or(b)materially breaches any represe�tation hereunder and such failure or breach continues for 15 days after written natice by Seller to Assistant Public Works Director Terence Kyaw. At any time on or after an Event of Default, Seller may exercise any right or remedy available by law or this Agreement, including a11 the rights and remedies of a secured party, if applicable,as established or pemniued upai agreemeut by the Califomia Commercial Code,which rights and remedies,to the exteut permitted by law,shall be cumulative. 12. LIMITED RIGHTS TO CONVEY. Due to the highly technical a� specialized nature of the use of the Equipment, and as a maxerial inducement for Seller to erner into this Agreement for the sale of the Equipment,except as provided herein Buyer covenants and agrees that it s1�a11 not sell, lease, license,assign,permit or otherwise allow the Equipment to be used in any manner or respect other tha�by Buyer in Redwood City,California exc;ept as provided herein. In the event that Buyer wishes to sell,assign, transfer or otherwise convey the unit to a third party, Seller shall have a right of first offer to purchase the Equipment from Buyer at the proposed purchase price being offered.. (the "Offer Price'�.=Buyer shall present to Seller a copy of the firm third party written offer for the acquisition of the Equipment. Seller shall have a period of tturty(30)days from receipt�reof to elect,in writing,to acquire the Equipment at the Offer Price. 1n the event that Seller elects to not acquire the Equipment,Buyer may sell the Equipment to�e specified thitd party at a price not below the Offer Price. ff the sale is not made and consummated within 90 days after the expiration of said thirty (30) days period, the Buyer may not thereafter sell or otherwise dispose of the Equipment without again complying with �is Section. In the event that Seller allows the purchase of the Equipment to take place,Seller retains the right as stated above to enter into an agreement with die thiid paity purchaser and to enforce mandatory training requi�ements(cost of training to be paid by third party)to be deternuned by Seller and,if the sale occurs prior to December 31,2016,the right to 10%of the purchase price paid to Buyer.'Ihe parties hereto agree thaR any violation or breach of this Section will result in irneparable injury to Seller for which monetary damages alone would not be an adequate remedy. In�e event of any such bre�ch or threatened breach,Seller will be entitled to specific perfonnance and immediate injunctive or other equitable relief, without�e necessity of posting a bond, against Buyer. Any such relief shall be in ad�dition to and not in lieu of any oti�er nelief by way of monetary damages or any other remedy in equity or at law that Seller shall have the right to puisue against the Buyer. 13. ADDITIONAL RIGHTS TO SELLER. Buyer covenauts and agrees tUax in consideration of the significantly reduced Purchase Price for the Equipment being sold in this Purchase Agreement: _� Buyer's Initials REV:07-22-14 MLG Page 7 of li