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i8. Risk of Loss and Condemnation. <br /> <br /> (a) Exchan~or's Risk. Exchangor shall bear the risk of loss with <br />respect to the Rroperty until title and possessio, n pass to Exchangee at <br />Closing. <br /> <br /> (b) Loss of Property. If the Property ~s substantially damaged (and <br />not repaired by Exchangor aY its election), destroyed, 'or condemned by' <br />casualty, condemnation, or for any other reason on or after the date of this: <br />Agreement and prior to Closing, Exchangee shall have the' right to: (i) accept <br />the insurance proceeds, if any, collectible by reason 'of such loss, damage, or <br />destruction or the condemnation award in the event of condemnation, and close <br />this transaction Without reduction in the value attributed to the Property or <br />(ii) terminate this Agreement and receive back the lnitial Oeposit. <br /> <br /> 19. Liquidated Damages and Other Remedies. <br /> (a) Damages Rrior to Closing.' Exchangee and ExChangor agree t~at in <br />the event of a Default or breach hereunder by Exchangee which shall prevent <br />the closing of the Property Escrow as contemplated by this Agreement, <br />Exchangor shall be released from its obligation to convey the Property to <br />Exchangee and may proceed against Exchangee; ~v~, however,, that Exchangee <br />and Exchargor hereby agree that the damages to Exchangor would be extremely <br />difficult and impracticable to ascertain, and that, therefore, if 'such <br />material Oefault or breach by Exchangee occurs, the amount of Exchangee's <br />Initial Deposit is a reasonable estimate of the damages to Exchangor, such <br />damages including costs of negotiating and drafting of this Agreement, costs <br />of cooperating in satisfying conditions to Closing, costs of seeking another <br />exchangee ~oon Exchangee's Default, opportunity costs in keeping the Property <br />out of the marketplace, and other costs incurred in comection herewith; <br />provided~, further, that in the case of a default or a breach by Exchangee, it <br />shall assign to Exchangor all agreements it has entered into for the <br />acquisition of Exchange Rroperty. <br /> <br /> (b) Appointment of Escrow Holder as Attorney-in-Fact. Exchangee and <br />Exchangor agree that in the event of a material Default or breach hereunder <br />by Exchangee with respect to Exchangee's obligations to acquire the' Exchange <br />Property, in the manner contemplated by this Agreement, the Escrow Holder is <br />hereby appointed, authorized, and directed to act as Exchangee's <br />attorney-in-fact for the purpose of performing Exchangee's executory <br />obligations under this Agreenent and taking any action and executing any <br />instrument necessary to accoTolish the purposes thereof, which appointment, <br />authorization, and direction are irrevocable and coupled with an interest. <br /> (c) Definition of Default. As used herein, a Default shall include <br /> any failure by Exchangee to perfo~n any of its obligations hereunder fully and <br /> in a timely fashion. <br /> <br /> (d) Remedies. Notwithstanding any other provision of this Agreement, <br /> the rights a~d remedies of the parties hereto provided for in this Agreement <br /> shall be deemed to be cumulative and in addition to and not in limitation or- <br /> <br /> <br />