Agmt06 777 Bradford Street Purchase from Richard Gardella

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11/20/2005 11:09 5503542015 GARDELLA PAGE 09 condition of this Agreement, or for the interpretation of this Agreement, or with respect to any other claim arising in any manner whatsoever out of this Agreement, the prevailing pal"o/ in s~ch an action or proceeding sha.I1 be entitled to recover its reasonable attorneys' fees (lncludmg attorneys' fees on appeal, and costs and expenses incurred in o~t~of-co~rt negotiatio~s, workouts, and/or sett.lements or in seeking relief from stay or otherwIse seeking to protect Its rights in any bankruptcy proceeding) and aU reasonable costs (including costs of consultants and experts) incurred. The court shall determine the prevailing party. The term "expenses" as used herein means any expenses incurred. in connection with any of the out of court or state, federal or bankruptcy proceedings referenced above. including but not limited to the fees and expenses of any appraisers, consultants and expert witnesses retained or consulted by such party. 24. Execution of Ae:reement. Only a fully executed and delivered Agreement shall be binding on Buyer or Seller. This Agreement shall be signed in duplicate and a fully ex.ecuted copy delivered to Seller not later than November 15, 2006. 25. Exhibits. The following Exhibit is attached hereto and made a part hereof: Exhibit "A" Legal Description. 26. Enforced Delays: Extension of Times of Performance. Perfonnance by either. party hereunder shaU not be deemed to be in Default and all perfonnance and other dates specified in this Agreement shall be extended, where delays or Default ar.e due to events beyond the reasonable control of the parties, which may include the following: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; unusually severe weather; acts or omissions of the other party. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within ten (10) days of the commen.cement of the cause. Times for performance under this Agreement may also be extended in writing by the mutual agreem.ent of Seller and Buyer. 27. Default. Subject to the extensions of time set forth in paragraph 26 above, failure or delay by either party to perfonn any action or covenant required by this Agreement within the time periods provided herein following notice and failure to cure as described hereafter, constit'utes a "Default" under this Agreement. A party claiming a Default shall give wrirt-en notice of Default to the other party as provided in paragraph 18 specifying the Default complained of. The claimant shall not institute any proceeding against any other party or exercise any Default R~m.edies as provided in paragraph 28, and the other party shall not be in Default if such party, wathlO three (3) business days from receipt of such notice, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete sU.ch cure, correction or remedy with diligence. . 28. Default Remedie~. In the event of Default by either party ~ the non-defaulting party shall institute an action at law or equity to seek speoific perfonnance of this Agreement, or to cure, correct or remedy any Default, to recover damages for Default, or to obtain any other remedy oonsistent with the purpose of this Agreement. SU.ch legal actions must be instituted in the Superior Court of the County of Riverside, State of California, in an appropriate municipal IUaOVV\OOOI~OI6-J 7