Res13 15289 - Laserfiche WebLink

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City chooses to terminate this Agreement under subparagraph (i) above and Escrow has not closed on the conveyance of the City Property from City to Developer, the City shall be entitled to liquidated damages as set forth in Sections 1.2 and 7.4.3.�and such liquidated damages shall be the sole remedy prior to conveyance of the City Property to the Developer 7.4.3 PRE-CLOSING LIQUIDATED DAMAGES TO THE CITY. DURING THE CONTINUANCE OF AN EVENT OF DEFAULT BY THE DEVELOPER . UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW, THE CTTY MAY CANCEL THE ESCROW AND TERMINATE THIS AGREEMENT. UPON CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT, THE ' CITY SHALL BE RELIEVED OF ANY OBLIGATION UNDER THIS AGREEMENT TO SELL OR CONVEY THE CITY PROPERTY TO 'THE DEVELOPER. ANY SUCH ESCROW CANCELLATION AND TERMINATION OF THIS AGREEMENT SHALL BE WITHOUT ANY LIABILTTY OF THE CITY TO THE DEVELOPER OR ANY OTHER PERSON. THE CITY AND THE DEVELOPER ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY THE CTTY, IN THE EVENT OF A CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT DUE TO THE OCCURRENCE OF A DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ' ASCERTAIN THE ACTUAL DAMAGES THAT THE CITY WOULD SUFFER, IN THE EVENT OF A CANCELLATION OF THE ESCROW AND TERMINATION OF THIS ' AGREEMENT DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW, THE CTTY AND THE DEVELOPER AGREE THAT A REASONABLE ESTIMATE OF THE ' C1TY'S DAMAGES IN SUCH EVENT IS THE PRE-CLOSING LIQUIDATED DAMAGES ' AMOUNT. THEREFORE, UPON THE CANCELLATION OF 'TI-� ESCROW AND TERMINATION OF THIS AGREEMENT BY THE CTTY DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY TI�DEVELOPER UNDER THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW,THE PARTIES AND THE ESCROW AGENT SHALL PROCEED ' PURSUANT TO SECTION 3.10 TO CANCEL THE ESCROW. THE ESCROW HOLDER SHALL IlvIl��DIATELY CANCEL THE ESCROW AND CITY SHALL BE ENTITLED TO ' IMMEDIATE PAYMENT OF THE PRE-CIASING LIQUIDATED DAMAGES FROM THE DEPOSTT ACCOUNT AS SET FORTH IN SECTION 1.2. CITY'S RECEIPT OF THE PRE- CLOSING LIQUIDATED DAMAGES AMOUNT SHALL BE THE CITY'S SOLE AND EXCLUSIVE REMEDY UPON THE CANCELLATION OF THE ESCROW AND ': TERMINATION OF THIS AGREEMENT DUE TO THE OCCURRENCE OF AN EVENT OF ' DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW. Initials of Authorized In ial f Authorized City Representative Dev oper Representative 7.5 Legal Actions. Following the Close of Escrow, either Party may institute legal action to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy available to that Party under this Agreement, at law or in equity regarding any 50 2013.118lBLOCK 2 HUNTER STORM REV:07-26-13 PT