8673-13 McKinley School Purchase

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DRAFT d) Neither the execution of this Agreement nor the consummation of the transactions contemplated herein by Buyer will constitute a breach under any contract or agreement to which Buyer is a parry or by which Buyer is bound or affected. e) No consent or approval of any third party is or was required in connection with Buyer's execution and delivery of this Agreement or its consummation of the transaction contemplated herein. Buyer shall fully disclose to Seller, immediately upon Buyer's becoming aware of its occurrence, any change in facts or circumstances of which Buyer becomes aware prior to the Closing Date that may affect the representations and warranties set forth above. In the event that any representation or warranty by Buyer is not accurate as of the Closing Date, Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement, in which event neither party hereto shall have any further obligations hereunder except for such obligations and indemnities which expressly survive the termination of this Agreement, but Seller expressly reserves the right to sue Buyer for damages. SECTION 10 - DEFAULT. 10.1 - Seller Default. Notwithstanding any provision in this Agreement to the contrary, if Closing does not occur by reason of a material default by Seller which continues for ten (10) days after written notice from Buyer, then Buyer shall have the right to terminate this Agreement, in which event neither of the parties shall have any further rights or obligations hereunder except for obligations that specifically survive the termination. Buyer expressly reserves the right to exercise any and all rights at law or in equity. 10.2 — Buyer Default. Notwithstanding any provisions of this Agreement to the contrary, if Buyer fails to close this transaction for reasons other than Seller's default or the failure of any of the express conditions to Buyer's performance, then this Agreement shall terminate. Seller expressly reserves the right to exercise any and all other rights available at law or in equity. SECTION 11 - BROKERS. Buyer and Seller each represent and warrant that they have not been represented by any broker in connection with the sale of the Property and no commissions or fees are due by reason of either party's actions in this matter. Seller and Buyer shall and do each hereby indemnify, defend and hold harmless the other from and against the claims, demands, actions and judgments of any and all brokers, agents and other persons or entities alleging a commission, fee or other payment to be owing by reason of their respective dealings, negotiations or communications in connection with this Agreement or the purchase and sale of the Property. The indemnity obligations in this Section shall survive the termination of this Agreement or the Closing. SECTION 12 — INTENTIONALLY DELETED. SECTION 13 —USE AND DEVELOPMENT OF PROPERTY. This Section 13 shall survive Closing, shall be binding upon Buyer and its successors and assigns, shall benefit Seller and its successors and assigns, and shall be set forth in the Deed. 13.1 - Property Use. Without the prior written consent of Seller in its sole discretion, the improvements to be constructed on the Property (the "Improvements ") shall be primarily a residential development and shall not be subject to any tax abatement or deferral ( "Permitted Use ").