AgdaPkt 2009-04-27 - Laserfiche WebLink

Browse Search

78 Page 28 Closing: Conditions. The City's obligation to complete the purchase transaction is conditioned upon the following events being true as of the Closing Date: . The City must receive an AL T A policy of title insurance insuring the City as the fee simple owner of the Property, in the full amount of the Purchase Price. . Seller must have performed its obligations required by the Agreement. . The representations and warranties of Seller must be true and correct. . If any of these conditions is not satisfied, the City may terminate the Agreement, in which event the $100,000 Refundable Deposit must be returned to the City. Remedies for Default. . If the City defaults in it obligation to purchase the Property after expiration of the Feasibility Perio~ the Seller is entitled to retain the $] OO~OOO Refundable Deposit and to recover from the City the additional amount of $100,000 (Le., a total of $200,000) as liquidated damages for the default. . If the Seller defaults, then the City has the right (a) to terminate the Agreement, (b) to recover the Refundable Deposit, and (c) to bring suit against the Seller to collect the City's actual direct cost incurred by the City in the negotiation of the Agreement and in performing due diligence costs, subject to a total cap of $250,000. . Each party waives the remedy of specific performance. . The prevailing party in any litigation is entitled to recover reasonable attorneys' fees and court costs. Use Restriction. If the Closing occurs, then for a period of twenty (20) years following the Closing, the City and its assigns shall not develop, use or operate the Property, or permit the Property to be used, developed or operated, for the purpose of producing or manufacturing for sale or distribution ready-mix concrete, concrete aggregates, fly ash, slag, cement, concrete block, asphalt, pipe, or cementitious material products competitive with those sold or furnished by Seller. 3