RecDoc 2011-111464 - Laserfiche WebLink

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repetition of such breach or violation, or any similar breach or violation thereof at any later time or times. In any event, any costs, liabilities or obligations incurred by Owner and Owner's Proposed Purchaser for the return of any money paid or received in violation of this Resale Agreement or for any costs or legal expenses shall be bome by Owner and Owner's Proposed Purchaser. Owner and Owners Proposed Purchaser shall indemnify, hold the City and its Council members, elected and appointed officers, employees and agents harmless, and shall reimburse their expenses, legal fees and costs for any action reasonably taken in good faith to enforce the terms of this Resale Agreement. I5. Purchase Option Upon Default. Notwithstanding the remedies provided to the City in Section I5, above, the City shal) have the option to purchase the Subject Affordable Unit, upon the City's declaration of Owner's default under this Resale Agreement. (a) Exercise of Option. Owner agrees that the City, in its sole discretion, may choose to record this option. Not later than ninety (90) days after Owner's receipt or refusal of the City's notice to exercise its option under this Section 16, [he City shall purchase the Subject Affordable Unit at a price equal to the Transfer Amount, as set forth in Section 1 1. (b) HUD Forbearance Relief. Notwithstanding other provisions of this Resale Agreement, the option granted by this Section 16 shall not be exercised by the City when a deed of trust insured by HUD is secured by the Subject Affordable Unit, and (i) Owner is undergoing consideration by HUD for assignment forbearance relief; or (ii) Owner is undergoing consideration (or relief under HUD's Temporary Mortgage Assistance Payment (TMAP) Program. 16. Nonliability of [he Citv. In no event shall the City become liable or obligated to Owner or to any successor to Owner by reason of the City's right of first refusal and option to purchase, set forth in Sections 9 and 16, respectively, nor shall the City become obligated or liable to Owner or to any successor to Owner for any failure to purchase the Subject Affordable Unit. 17. Bindine Effect. This Resale Agreement shall bind and the benefit of this Resale Agreement shall inure to Owner, Owner's successor's and assigns, and the City, and the City's successors and assigns. 18. Suoerioritv of Resale ARreemen[. Owner covenants [ha[ Owner has not, and will not, execute any other agreement with provisions contradictory to or in opposition to the provisions of this Resale Agreement, and that, in any event, this Resale Agreement is controlling as to the rights and obligations between and among Owner, the City and their respective successors and assigns. Exhibit B Page 9