2025-009 Ordinance - Laserfiche WebLink

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ll. DEFAULT 11.1 Purchaser's Default. In the event that Seller is ready, willing and able to convey the Property in accordance with the terms and conditions of this Agreement. and Purchaser has not terminated this Agreement in accordance with the provisions herein, but Purchaser fails to consummate this Agreement and take title to the Property (a " Defaull" by Purchaser). the parties recognize and agree that the damages Seller will sustain will be dillicult i1' not impossible to asecrtain. Therelirre, the parties agree that, in the event of Purchaser's default. Seller shall be entitled to the Earnest Money and any interest earned (hereon as a genuine pre -estimate of liquidated damages and not as a penalty Cor Purchaser's failure to close. In addition an the firregoing. Seller shall also be entitled to all other rights and remedies against Purchaser. Upon any Default by Purchaser, within ten (10) days from written demand by Scllcr. Purchaser shall, at its wile cost and expense, return all documents that Seller has provided to Purchaser. 11.2 Seller's Dcfault. If the purchase and sale of the Property contemplated hereby is not consummated in accordance with the terms and provisions of this Agreement due to circumstances or conditions which constitute a default by Seller under this Agreement (a "Default" by Seller), the liarncst Money shall he relunded to Purchaser promptly upon request, and Purchaser, as its sole and exclusive remedies, may either exercise the right to: (i) terminale this Agreement, in which event all rights and obligations of the parties under this Agreement shall expire, and this Agreement shall become null and void: or (ii) sue Seller to collect actual monetary damages: provided, however. that purchaser shall be precluded Cram, and hereby waives all rights to pursue specific performance of this Agreement and in the event that Purchaser elects to seek to recover damages from Seller on account of any default by Seller under this Agreement, Seller's liability to Purchaser f'or all damages, of any nature whatsoever, shall not exceed the amount of Earnest Money deposited by Purchaser as of the date Seller receives notice from Purchaser of a default by Seller. and Purchaser shall not claim, sue for or accept an award lir more than the maximum amount of damages hereinabove set forth on account of or in connection with this Agreement or any dclault by Seller under this Agreement. In no event shall Purchaser have the right to recover from Seller any special or consequential damages. 11.3 1iIlbct of'Cermination. Upon any termination under Section 11.1 or 11.2 the parties shall have no further right-% and obligations under this Agreement other than those rights and/or obligations that are expressly stated to survive expiration or termination of this Agreement. The terms of Sections 11.1 and 11.2 of this Agreement shall survive the ('losing or termination ol'this Agreement. 12. MISCELLANEOUS 12.1 Binding f flee . Upon execution, this Agreement shall be binding upon, and shall inure to the benefit of the parties hereto and the respective successors and assigns of each. 12.2 Brokers. The parties agree and acknowledge that_ is acting as Seller's broker for this transaction and will be compensated by Seller pursuant to a separate agreement, and _ is acting as Purchaser's broker lir this transaction and will be compensated by purchaser pursuant to a separate agreement. Seller and Purchaser hereby agree to indemnify (he other from and against all loss, cost, damage or expanse