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{~ There is no action, suit, investigation, or proceeding pending, or to the knowledge
<br />of Seller, threatened against the Residential Property or any portion thereof, in any court or by
<br />any federal, state, county or municipal department, commission, board, agency, or other
<br />governmental instrumentality.
<br />{g) No unpaid improvements which might ripen into and form the basis of a
<br />mechanics' lien have been or will be made to the Residential Property prior to the Closing Date.
<br />All representations and warranties of Buyer shall survive the execution and delivery of
<br />this Agreement.
<br />12. Events of Default; Remedies.
<br />(a} Except as otherwise provided in this Agreement, in the event of breach of any
<br />terms or conditions of this Agreement by any Party, such Party shall, upon written notice from
<br />the other Party, proceed promptly to cure or remedy such breach, and, in any event, shall
<br />accomplish such cure or remedy within thirty days after receipt of such notice {or if such default
<br />is other than payment of money and is not amendable to cure within 30' days, shall commence to
<br />cure the default within 30 days and thereafter diligently continue such cure to completion),
<br />unless such default is one that would harm the non-defaulting Party if the defaulting Party were
<br />allowed 30 days to cure. In case such action is not taken within such time or in such manner, or
<br />the default or breach shall not be cured or remedied within such time, then the Party asserting
<br />breach may institute such proceedings at law or in equity as maybe necessary or desirable in its
<br />opinion to remedy such breach.
<br />(b) Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the
<br />other remedies herein provided, or any other remedies .provided by law or equity, nor shall
<br />pursuit of any remedy herein provided constitute a forfeiture or waiver of any damages accruing
<br />to a Party by reason of the violation of any of the other Party's obligations hereunder.
<br />Forbearance by a party to enforce one or more of the remedies herein provided upon the
<br />occurrence of an event of default shall not be construed to constitute a waiver of such default.
<br />(c) Notwithstanding any other provisions in this Section 12, in the event Buyer fails
<br />to construct the Facility by 1VIav 1, 2013, Seller's sole remedies shall be the reversion of the
<br />Property from Buyer to Seller as provided in Section 7.
<br />(d) Except as otherwise provided herein, neither Party shall be considered in default
<br />of its obligations to be performed hereunder, if delay in the performance of such obligations is
<br />due to unforeseeable causes beyond its control and without its fault, including but not limited to,
<br />acts of God or of the public enemy, acts of terrorism, acts of the Federal or state government,
<br />acts or delays of the other Party, fires, floods, unusually severe weather, epidemics, freight
<br />embargoes, unavailability of materials, strikes, or delays of contractors, subcontractors or
<br />materialmen due to any of such causes; but not including lack of financing or financial capacity
<br />by Village or Library ("Force Majeure"), it being the purpose and intent of this paragraph that in
<br />the event of the occurrence of any such delay, the time or times for performance of such
<br />obligations shall be extended for the period of the delay; provided, however, that the Party
<br />seeking the benefit of the provisions of this paragraph shall within 14 days after the beginning of
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<br />474376 v_051122504.0011
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