Courthouse Square Agreements (compiled notebook)

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JAN.2E.199~ E~S1AM N0.~40 P.1~ I ~ closing as it was whcn inspected. The Buyer's right to access does not neoate the arranties and covenants contained here. The Buyer shall indemnify and hold the Sell~r hazmless f~om any loss, damage, or claim arising out of the Buyer's access to the Real Property. , 2 0. Legal and Equitable Enforcement ot This Agreement , (a) Default by the Seller, In the event the close of escrow and the consu tion of the ttansaction here contemplated do not occur by reason ~f any default by the Seller, Buyer shall be entifled to all its verifiable and reasonabie out-of-gocket expenses incurted in co nection with the transacdon, together with the deposit and Interest, and shall have the right to pu ue any other further remedy available to it at 1aw or equity, including the specific perforn~ance of this Agreement. ! (b} Default by the Buyer, In the event the close of escrow and the cons ' ation of th~ transaction here contemglated do not occur by reason of any default by the Buyer, e Buyer and the Seller agree that it would be impractical and extremely difficttlt to estimate the d ges that the Seller may suffer. Therefore, the Buyer and the Seller agree that a reasonable estima e of the total net detriment that the Seller would suffer in the event that the Buyer defaults and fail to complete the purchase of the property is and shall be, and the Seller's sole and exclu,sive remed (whether at law or in equiry), an amount equal to all the Seller's verifiable and reasonable t-of-pocket expenses mcurred in connection with the transacdon. This amount shall be the full agreed, and liquidated damages for the breach of this Agreement by the Buyer, aIl other cla.ims o damage or other remedies being herein expressly wa~ved by the Seller. The payment of th's amount as liquidated damages is not intended as a forfeiture or penalty, but is intended to constit te liquidated damages to the Seller. Upon default by the Buyer, this Agreement sha11 be terminat and neither parry shall have any further rights or obligations under it, each to the other, except f the right of ~ the Buyer to a return of the carnest maney deposit less the amount of such liquida ed damages owing to Seller as provided above. , 21. Assignment~ The parties acknowledge and agree that the rights and o ligations of the parties under this Agreement aze unique, and depend vitally on the identity o the parties. Neither party shall have the right to assign this Agreement, or any right or obligad n under this Agreement, ~ 22. Miscellaneous ' (a) Partial Invalidity. Tf any term or provision of this Agreement or the a~plication to any person or circumstance shall, to any extent, be invalid or unenforceable, the rem nder of this Agreement, or the application of such term or provision to persons or circumstanc s other than those to which it is held invalid or unenforceable, shall not be affected thereby, and e h such term and provision of this Agreement shall be vaiid and be enforced to the fullest extent ermitted by law. (b) Waivers. No waiver of any breach of any covenant or provision co tained here shall be deemEd a waiver of any preceding or succeeding breach thereof, or of any o er covenant or provision here contained. N~ extension of time for performance of any obligauon o act shall be deemed an extension of the time for performance of any other obligation or act. ; ~ Pur~hase and Sale Agreemont Salem Area Mass Transit District/Manon County Page - 11 0128970748