1998 009 Ordinance - Laserfiche WebLink

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(iii) The representations and warranties of Seller contained herein shall be true, accurate and correct in all material respects as of the Closing Date, except to the extent they expressly relate only to an earlier date; (b) If any of the conditions of subsection 8(a) hereof are not fulfilled, in whole or in part, or if at any time Purchaser determines, in its reasonable judgment, that any of the conditions set forth in subsection 8(a) hereof cannot be fulfilled, in whole or in part, on or before the Closing Date, Purchaser shall have the right, exercisable by notice to Seller; (i) to waive such condition and proceed to close this transaction; (ii) to terminate this Agreement, in which event the Earnest Money Deposit and all other monies and documents deposited by Purchaser in escrow shall be returned to Purchaser and neither Party shall have any further rights or obligations hereunder except as otherwise set forth herein. Purchaser agrees that if Closing does not occur by reason of Seller's default and Purchaser is not in default, Purchaser's remedies shall be limited to the right to terminate this Agreement or to sue Seller for specific performance, and Purchaser expressly waives the right to sue Seller for damages. (c) Notwithstanding any provisions of this Agreement to the contrary, if Closing does not occur because of Purchaser's default and Seller is not in default, Seller's sole remedy shall be termination of this Agreement and the Earnest Money Deposit deposited by Purchaser in escrow shall be delivered to Seller as agreed upon liquidated damages. Seller and Purchaser acknowledge that it would be impossible to accurately determine Seller's damages in the event of Purchaser's default. Seller acknowledges and .agrees. that the Earnest Money Deposit is fair and equitable and expressly waives the right to sue Purchaser for additional damages. 9. CLOSING. (a) Subject to extensions of time necessary for the parties to exercise their rights hereunder, Closing shall occur on or before March 13, 1998. (b) The Title Company shall act as escrow agent for the closing of this transaction. This Agreement shall serve as escrow instructions to the Title Company. If any of the terms of this Agreement are inconsistent with the Title Company's standard conditions of acceptance, the terms of this Agreement shall control. The Title Company is hereby designated as the real estate reporting person in connection with this transaction for information reporting to the Internal Revenue Service in accordance with Section 6045 of the Internal Revenue Code of 1986, as amended. The parties shall provide all information required by the Title Company to fulfill its reporting obligations hereunder and to report proceeds from this transaction on a Form 1099-S. (c) By execution of this Agreement, the Title Company agrees that the Earnest Money Deposit shall be held as a deposit under this Agreement in aninterest-bearing account and (i) applied against the Purchase Price if Closing occurs, or (ii) delivered to Seller or Purchaser, in accordance with the terms of this Agreement, if Closing does not occur. Interest on the Earnest Money Deposit shall be paid to the Party entitled to receive the Earnest Money Deposit pursuant to this Agreement. (d) Seller and Purchaser shall deposit their respective documents, and Purchaser shall deposit the Purchase Price, less the Earnest Money Deposit, with the MRU\L960439\AGR00002.002 7