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<br />discretion. Seller shall not enter into any agreement, arrangelnent or understanding, formal or <br />informal, for the sale of the Property, whether conditional or otherwise. <br /> <br />11. Eminent Domain; Buyer's Option. If any part of the Property is taken by eminent <br />domain before settlement, Seller will notify Buyer in writing of the taking within five (5) days, <br />but not later than the settlement date. Buyer will have the option to: (a) terminate this Agreement <br />within ten (10) days of receipt of such notice and, upon termination, the Deposit will be promptly <br />returned to Buyer after which the parties will be relieved of all further obligations in this <br />Agreement except as noted in Section 28 below; or (b) proceed with this Agreement and pay the <br />balance of the purchase price, and Seller will assign to Buyer the award, if any, to which Seller <br />may be entitled due to the taking. If Buyer fails to give notice of termination within the aforesaid <br />ten (10) days, Buyer will be conclusively deemed to have chosen option (b) above. <br /> <br />12. Default. <br /> <br />A. BY BUYER; LIQUIDATED DAMAGES. IF BUYER DEFAULTS IN ITS <br />OBLIGATION TO CONSUMMATE THE PURCHASE OF THE PROPERTY, SELLER <br />SHALL BE ENTITLED TO RECEIVE THE DEPOSIT PLUS AN ADDITIONAL ONE <br />HUNDRED THOUSAND AND NO/lOO DOLLARS ($100,000)AS LIQUIDATED DAMAGES <br />(COLLECTIVELY, THE "LIQUIDATED DAMAGES") AND SELLER'S SOLE REMEDY <br />HEREUNDER, AT LAW OR IN EQUITY. THE PARTIES AGREE THAT BASED UPON <br />THE CIRCUMSTANCES IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO <br />ESTABLISH SELLER'S DAMAGES BY REASON OF BUYER'S DEFAULT UNDER THIS <br />AGREEMENT AND THAT THE LIQUIDATED DAMAGES IS A REASONABLE <br />SETTLEMENT OF SELLER'S DAMAGES. UPON PAYMENT OF THE LIQUIDATED <br />DAMAGES, THIS AGREEMENT WILL BE TERMINATED, AND THE PARTIES <br />RELEASED OF FURTHER LIABILITY EXCEPT AS NOTED IN SECTION 28 BELOW. <br />SELLER'S RECEIPT OF THE LIQUIDATED DAMAGES SHALL BE SELLER'S SOLE AND <br />EXCLUSIVE REMEDY. SELLER WAIVES ANY AND ALL OTHER RIGHTS AND <br />REMEDIES AGAINST BUYER, INCLUDING WITHOUT LIMITATION, SPECIFIC <br />PERFORMANCE. THE PAYMENT AND RETENTION OF SUCH AMOUNTS AS <br />LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY BUT IS <br />INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. SELLER AND <br />BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE <br />PROVISIONS OF THIS SECTION 12.A AND BY THEIR INITIALS IMMEDIATELY <br />BELOW AGREE TO BE BOUND BY ITS TERMS. <br /> <br />sell~~ Initials <br /> <br />~D\ <br />Buyer's Initials <br /> <br />B. By Seller. If Seller defaults, Buyer may elect to rescind this Agreement and waive <br />any claim for loss of bargain. If Buyer chooses to rescind this Agreement, the Deposit shall be <br /> <br />Redwood PSA FINAL EXECUTION 4.16.09 v.14 <br /> <br />5 <br />