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DEFAULT IS DIFFICULT OR IMPRACTICABLE TO DETERMINE AS OF THE EXECUTION DATE AND THAT THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE AMOUNT OF SUCH DAMAGES. FOR THESE REASONS, THE PARTIES AGREE THAT IF THE PURCHASE AND SALE IS NOT CONSUMMATED BECAUSE OF BUYER'S DEFAULT, THE DEPOSIT SHALL BE FORFEITED TO CITY AS LIQUIDATED DAMAGES. NOTHING CONTAINED HEREIN SHALL IN ANY MANNER LIMIT THE AMOUNT OF DAMAGES OBTAINABLE PURSUANT TO AN ACTION UNDER ANY HOLD HARMLESS, DEFENSE OR INDEMNIFICATION PROVISION SET FORTH IN THIS AGREEMENT OR REASONABLE ATTORNEYS' FEES RECOVERABLE PURSUANT TO ANY ACTION UNDER SUCH HOLD HARMLESS, DEFENSE OR INDEMNIFICATION PROVISION. City^� Buyer 7. Condition of Citv Prooertv.. Buyer acknowledges and agrees that prior to the Closing, Buyer will have had full opportunity to inspect and investigate every aspect of the City Property, including all matters related to legal status or requirements, physical condition, zoning, environmental condition, title and all other matters of significance to Buyer. Buyer acknowledges and agrees that the City Property is being transferred to Buyer in an "AS IS" condition and "WITH ALL FAULTS" as of the Closing. Except as expressly set forth in this Agreement, no statements, representations or warranties have been made or are made and no responsibility has been or is assumed by City or by any officer, employee, person, firm, agent or representative acting or purporting to act on behalf of City, as to any matters concerning, or that might in any manner affect, the City Property, including the condition or repair thereof or the value or income potential thereof, and Buyer is not relying upon any such statement, representation or warranty. Buyer acknowledges that City has requested that Buyer inspect fully the City Property and investigate all matters relevant thereto. Buyer shall rely solely upon the results of Buyer's own inspections or other information obtained or otherwise available to Buyer, rather than any information that may have been provided by City to Buyer. 8. Holdback Escrow. Buyer acknowledges that portions of the City Property are contaminated with hazardous materials that will need to be remediated in connection with the Development. The City agrees to contribute up to Ninety -Five Thousand and No/100 Dollars ($95,000.00) ("Holdback Escrow Funds") towards the cost of such remediation. Pursuant to the terms of the Holdback Escrow Agreement, attached as Exhibit G ("Holdback Escrow Agreement"), Buyer shall be entitled to draw upon the Holdback Escrow Funds to pay for the actual reasonable out-of-pocket costs incurred by Buyer and paid to unaffiliated third parties in connection with such remediation work ("Recoverable Costs"). After Recoverable Costs have been paid, any remaining Holdback Escrow Funds will be released to the City. Any Recoverable Costs, or other costs associated with the remediation, in excess of the Holdback Escrow Funds shall be borne solely by Buyer. The terms of this Section shall survive the Closing. 9. Indemnities by Buver. Buyer shall indemnify, hold harmless, and defend City and its officers, employees, and elected officials (collectively, "City Parties") from and against any and all claims arising out of or related to (or alleged to arise out of or OAK #484 8-2211-8201 v3 Page 7 of 29 ATTY/AGR/2016.297/BUTLER MAIN STREET PURCHASE & SALE AGREEMENT FOR 4 REMNANT PROPERTIES REV: 10-10-16 VR