2020-77 - Approve purchase of 12518 Clifton (Cove Church)

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(m) Seller shall authorize Buyer to inquire with all of the gas and electrical utility companies as to the status of the accounts relating to the Property. Attached hereto and marked Exhibit "D" are true and accurate lists of the gas and electrical utility bills relating to the Property received immediately before the effective date of this Agreement; (n) To Seller's knowledge, which knowledge is limited to the Trustees signing this Agreement in their fiduciary capacity only, all documents delivered or required hereunder to be delivered to Buyer and all warranties herein made by Seller are accurate and complete, and there has been no material change in any of the facts, circumstances or sub j ect matter of this transaction of which Buyer has not been informed. (o) The sale and transfer of the aforesaid Property is, or shall be prior to the closing date, duly authorized in accordance with the law and within the scope of authority of the party or parties conveying the Property, and evidence of such authority shall be presented to Buyer prior to the closing of this transaction. ARTICLE 4. CONTROL OF PROPERTY DURING ESCROW 4.01. Destruction of Improvements. Should any of the improvements of said Property be destroyed or substantially damaged prior to closing as herein provided, Buyer shall have the power, exercisable by the giving of written notice by Buyer to the Escrow Agent and to Seller, to cancel such escrow, terminate this Agreement, and recover any and all amounts paid to the Escrow Agent on account of the purchase price of said Property. Any such improvement on said Property shall be deemed substantially damaged for the purpose of this section if the cost of restoring such improvement to the condition it is in at the date of this Agreement exceeds 25 percent of the purchase price of said Property as provided in this Agreement. If said Property is damaged, but such damage is not substantial enough to give Buyer the right to terminate this Agreement, then Seller will assign to Buyer all of Seller's right, title and interest in all insurance proceeds payable with respect to such damage and the purchase price will be reduced by the amount of Seller's deductible, if any. ARTICLE 5. BREACH 5.01. By Seller. Should Seller default on the full and timely performance of any obligations under the terms of this Agreement for any reason other than Buyer's default, Buyer may: (a) Enforce specific performance of this Agreement; and/or, (b) Request that the down payment shall be forthwith returned to Buyer. 5.02. By Buyer. Should Buyer fail to consummate the purchase of said Property, the conditions to Buyer's obligations set forth in Paragraph 2.02 of this Agreement having been satisfied and Buyer being in default, and Seller not being in default hereunder, Seller ,may: (a) Receive the down payment from the Escrow Agent, such sum being agreed on as liquidated damages for the failure of Buyer to perform the duties, liabilities, and obligations imposed on