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City Draft <br /> 6128113 <br /> closed on the conveyan.ce of the City Property frorn City to DeveIoper, the City sl�all be entitled <br /> to liquidated damages as sat forth in Secrion 7.4.3. and such liquidated damages sha11 be the sole <br /> remedy priar to conveyance of the City Property to the Developer <br /> 7.4.3 PRE-CLOSING LIQUIDATED DAMAGES TO THE CITY. <br /> DURIIVG THE CONTINUANCE OF AN EVENT OF DEFAULT BY THE DEVELOPER <br /> UNDER THIS AGREEMENT PRIOR TO THE CL4SE OF ESCROW, THE CITY MAY <br /> CANCEL THE ESCROW AND TERMTNATE THIS AGREEMENT. UPON <br /> CANCELLATION OF THE ESCROW AND TERMINATIQN OF THIS AGREEMENT, THE <br /> CITY SHALL BE RELIEVED OF ANY QBLIGATION UNDER THIS AGREEMENT TO <br /> SELL OR C4NVEY THE CITY PROPERTY TO THE DEVEL4PER. ANY SUCH ESCROW <br /> CANCELLATION AND TERMINATION QF THIS AGREEMENT SHALL BE WITHOUT <br /> ANY LIABILITY OF THE CITY TO THE DEVELOPER OR ANY OTHER PERS4N. 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 4F THE ESCROW <br /> AND TERMINATIQN QF THIS AGREEMENT DUE TO THE OCCURREIVCE OF A <br /> DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT, PRIOR T4 THE CLOSE <br /> OF ESCROW. HAVING MADE DTL�GENT BUT UNSUCCESSFUL ATTEMPTS TO <br /> ASCERTAIN THE ACTUAL DAMAGES THAT THE CITY WOULD SUFFER, IN THE <br /> EVENT OF A CANCELLATION OF THE ESGROW 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 /> CITY 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 IMMEDIATELY CANCEL THE ESCROW AND PAY THE PRE-CLOSING <br /> L�QUTDATED DAMAGES AMOUNT TO THE CTTY, FROM FUNDS �F THE DEVELOPER <br /> HELD IN THE ESCROW UPON ESCROW CANCELLATION. RECEIPT OF THE PRE- <br /> CLOSTNG 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 T4 THE OCCURRENCE OF AN EVENT 4F <br /> DEFAULT BY THE DEVEL4PER UNDER THIS AGREEMENT, PRIOR TO THE CLOSE <br /> 4F ESCR�W. <br /> Initials of Authorized Initials of Authorized <br /> City Representative Developer Representative <br /> 7.5 Legal Actions. Follawing the Close of Escrow, either Party may institute legat <br /> action to cure, correct or remedy any Default, to recover damages for any Default, or to obtain <br /> any othex remedy available to that Party under this Agreement, at law or in equity regarding any <br /> Default. Any such legal action must be instituted in the Superior Court of the State of California <br /> 82483.0000917571312.10 50 <br />