Agmt09 Lonestar CA, Inc - CEMEX - 1402-1450 Maple St.

Browse Search

enforce any provision hereof or for damages by reason of any alleged breach of any provision of this Agreement or for any other remedy, the prevailing party shall be entitled to receive from the losing party all of its costs and expenses, including, without limitation, reasonable attorneys' fees and all court costs, costs of appeal and disbursements actually and reasonably incurred in connection with any such proceeding. 24. Use Restriction. As a material inducement to Seller's agreement to sell the Property to Buyer, for a period of twenty (20) years following the Closing, Buyer and its heirs or 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. Seller shall have the right to enforce, by proceedings at law or in equity, the restrictions and covenants imposed by this provision including the right to prevent the violation of such restrictions and covenants, and the right to recover damages or other amounts due for such violation. The covenants and restrictions contained in this provision shall survive the Closing. Buyer acknowledges that breach of this Use Restriction would cause immediate and irreparable harm to Seller for which money damages would be inadequate. Therefore, Seller shall be entitled to injunctive relief for any breach by Buyer of this Use Restriction without proof of actual damages and without the post of a bond or other security. Such remedy shall not be deemed to be the exclusive remedy for breach of this Use Restriction, but shall be in addition to all other remedies available at law or equity. 25. 1031 Exchange Assignment. Each party agrees to cooperate with the other in the event either or both parties elect to consummate the transaction as a like kind exchange pursuant to Internal Revenue Code S 1031. Each party agrees to execute the documents reasonably necessary (in form and substance reasonably acceptable to each party) to complete the transaction as a tax-free exchange. 26. Counterparts and Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which when executed shall be deemed to be an original and all of which when taken together shall constitute one Agreement. The parties agree to accept facsimile signatures as original signatures. 27. Authority to Execute. Each party represents and warrants that it has all due authority to enter into this binding agreement and to commit to closing the transactions contemplated herein, except as may be expressed noted otherwise herein. Each party represents and warrants that entry into this Agreement and the Closing contemplated herein shall not violate any provision of any other contract, license or legal requirement imposed upon such party. Redwood PSA FINAL EXECUTION 4.16.09 v.14 11