AgdaPkt 2004-08-09 - Laserfiche WebLink

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5. � �- �� THE PARTIES HERETO AGREE THAT THE DAMAGES THAT SELLER SHALL SUSTAIN AS A RESULT OF SUCH BREACH WILL BE SUBSTANTIAL, BUT WILL BE EXTREMELY DIFFICULT AND IlVIpRpCTICABLE TO ASCERTAIN. THEREFORE, THE PARTIES AGREE THAT IF BUYER FAILS TO PURCHASE THE PROPERTY FOR ANY REASON OTHER THAN FAILURE OF A CONDITION OR THE DEFAULT OF SELLER, SELLER SHALL BE ENTITLED TO RECOVER THE SUM, AT TI� TIlVIE OF THE BREACH, OF THE AGGREGATE AMOUNT OF THE DEPOSIT WHICH THEN HAS BEEN DELNERED BY BUYER TO (i) ESCROW HOLDER OR (ii) DISBURSED OUT OF ESCROW TO SELLER. THIS SUM SHALL BE PAID AND RECENED AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT SAID AMOUNT IS PRESENTLY A REASONABLE ESTIMATE OF SELLER'S DAMAGES CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER THAT REASONABLY COULD BE ANTICII'ATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE. BOTH PARTIES AGREE THAT, EXCEPT AS PROVIDED IN PARAGRAPH 9.c. THIS SUM STATED AS LIQUIDATED DAMAGES SHALL BE IN LIEU OF ANY OTHER MONETARY RELIEF TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY VIRTUE OF THIS AGREEMENT BY OPERATION OF LAW. Seller's Initials Buyer's Initials 21. Damage or Destruction. In the event the Property or any part thereof is destroyed or suffers damage after the Agreement Date and before the Close of Escrow, then Buyer shall proceed to close escrow without reduction to the purchase price. Any insurance proceeds payable on account of the destruction shall be paid to Buyer, and Seller shall execute any documents necessary to effectuate such payment. 22. Occunancy of Roland Lampert. Seller represents and warrants to Buyer that Roland Lampert, who donated the Property to Seller, occupies an office on the first floor of the building on the Property as of the Agreement Date. The occupancy is an accommodation to Mr. Lampert, is not the subject of a lease, and is without rental or other charge. Seller further represents and warrants to Buyer that Mr. Lampert previously agreed to vacate the office prior to or upon the Close of Escrow. Seller understands and agrees that Seller's representations and warranties as set forth herein with regard to Mr. Lampert's tenancy aze a material portion of the consideration which supports Buyer's decision to enter into this Agreement, in the absence of which, Buyer would not have entered into this Agreement. Seller further understands and acknowledges that under the California Community Redevelopment law (Health and Safety Code section 33000 et seq.) and other applicable law, Buyer could not have entered into this Agreement under the terms set forth herein without first notifying tenants of their possible eligibility for relocation assistance and other benefits, without such representations and warranties by Seller. T'herefore, in the event Buyer is subjected to a demand, claim, action or other legal proceeding by Mr. Lampert or others for relocation benefits or assistance, or any claim whatsoever arising out of or stemming from this Agreement (collectively "Actions"), Seller agrees to reimburse Buyer for all amounts, including legal fees, paid by Buyer to settle or 11417.00002�BGLIB 1 \1225060.4 1 O