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