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6.3.C. - Page 13 <br /> DEFAULT IS DIFFICULT OR IMPRACTICABLE TO DETERMINE AS OF THE <br /> EXECUTION DATE AND THAT THE AMOUNT OF THE DEPOSIT IS A REASONABLE <br /> ESTIMATE OF THE AMOUNT OF SUCH DAMAGES. FOR THESE REASONS, THE <br /> PARTIES AGREE THAT IF THE PURCHASE AND SALE IS NOT CONSUMMATED <br /> BECAUSE OF BUYER'S DEFAULT, THE DEPOSIT SHALL BE FORFEITED TO CITY <br /> AS LIQUIDATED DAMAGES. NOTHING CONTAINED HEREIN SHALL IN ANY <br /> MANNER LIMIT THE AMOUNT OF DAMAGES OBTAINABLE PURSUANT TO AN <br /> ACTION UNDER ANY HOLD HARMLESS, DEFENSE OR INDEMNIFICATION <br /> PROVISION SET FORTH IN THIS AGREEMENT OR REASONABLE ATTORNEYS' <br /> FEES RECOVERABLE PURSUANT TO ANY ACTION UNDER SUCH HOLD <br /> HARMLESS, DEFENSE OR INDEMNIFICATION PROVISION. <br /> City Buyer LILI <br /> 7. Condition of City Property. Buyer acknowledges .nd agrees that prior to <br /> the Closing, Buyer will have had full opportunity to inspect and investigate every aspect <br /> of the City Property, including all matters related to legal status or requirements, physical <br /> condition, zoning, environmental condition, title and all other matters of significance to <br /> Buyer. Buyer acknowledges and agrees that the City Property is being transferred to <br /> Buyer in an "AS IS" condition and "WITH ALL FAULTS" as of the Closing. Except as <br /> expressly set forth in this Agreement, no statements, representations or warranties have <br /> been made or are made and no responsibility has been or is assumed by City or by any <br /> officer, employee, person, firm, agent or representative acting or purporting to act on <br /> behalf of City, as to any matters concerning, or that might in any manner affect, the City <br /> Property, including the condition or repair thereof or the value or income potential thereof, <br /> and Buyer is not relying upon any such statement, representation or warranty. Buyer <br /> acknowledges that City has requested that Buyer inspect fully the City Property and <br /> investigate all matters relevant thereto. Buyer shall rely solely upon the results of Buyer's <br /> own inspections or other information obtained or otherwise available to Buyer, rather <br /> than any information that may have been provided by City to Buyer. <br /> 8. Holdback Escrow. Buyer acknowledges that portions of the City Property <br /> are contaminated with hazardous materials that will need to be remediated in connection <br /> with the Development. The City agrees to contribute up to Ninety-Five Thousand and <br /> No/100 Dollars ($95,000.00) ("Holdback Escrow Funds") towards the cost of such <br /> remediation. Pursuant to the terms of the Holdback Escrow Agreement, attached as <br /> Exhibit G ("Holdback Escrow Agreement"), Buyer shall be entitled to draw upon the <br /> Holdback Escrow Funds to pay for the actual reasonable out-of-pocket costs incurred by <br /> Buyer and paid to unaffiliated third parties in connection with such remediation work <br /> ('Recoverable Costs"). After Recoverable Costs have been paid, any remaining <br /> Holdback Escrow Funds will be released to the City. Any Recoverable Costs, or other <br /> costs associated with the remediation, in excess of the Holdback Escrow Funds shall be <br /> borne solely by Buyer. The terms of this Section shall survive the Closing. <br /> 9. Indemnities by Buyer. Buyer shall indemnify, hold harmless, and defend <br /> City and its officers, employees, and elected officials (collectively, "City Parties") from <br /> and against any and all claims arising out of or related to (or alleged to arise out of or <br /> OAK#4848-2211-8201 v3 <br /> Page 7 of 29 <br /> ATTY/AGR/2016.297/BUTLER MAIN STREET PURCHASE&SALE AGREEMENT FOR 4 REMNANT PROPERTIES <br /> REV: 10-10-16 VR <br />