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~ closing as it was when inspected. The Buyer's right to access does not negate the warranties and <br />covenants contained here. The Buyer shall indemnify and hold the Seller harmless from any loss, <br />damage, or claim arising out of the Buyer's access to the Real Property. <br />2 0. Legal and Equitable Enforcement of This Agreement <br />(a) Default by the Seller. In the event the close of escrow and the consummation of the <br />transaction here contemplated do not occur by reason of any default by the Seller, the Buyer shall <br />be entitled to all its verifiable and reasonable out-of-pocket expenses incurred in connecuon with <br />the transaction, together with the deposit and Interest, and shall have the right to pursue any other <br />further remedy available to it at law or equity, including the specific performance of this <br />Agreement. <br />(b) Default by the Buyer. In the event the close of escrow and the consummation of the <br />transaction here contemplated do not occur by reason of any default by the Buyer, the Buyer and <br />the Seller agree that it would be impractical and extremely difficult to estimate the damages that the <br />Seller may suffer. Therefore, the Buyer and the Seller agree that a reasonable estimate of the total <br />net detriment that the Seller would suffer in the event that the Buyer defaults and fails to complete <br />the purchase of the property is and shall be, and the Seller's sole and exclusive remedy (whether at <br />law or in equity), an amount equal to all the Seller's verifiable and reasonable out-of-pocket <br />expenses incurred in connection with the transaction. This amount shall be the full, agreed, and <br />liquidated damages for the breach of this Agreement by the Buyer, all other claims to damage or <br />other remedies being herein expressly waived by the Seller. The payment of this amount as <br />liquidated damages is not intended as a forfeiture or penalty, but is intended to constitute liquidated <br />damages to the Seller. Upon default by the Buyer, this Agreement shall be terminated and neither <br />party shall have any further rights or obli~ations under it, each to the other, except for the right of <br />the Buyer to a return of the earnest money deposit less the amount of such liquidated damages <br />owing to Seller as provided above. <br />21. Assignment. The parties acknowledge and agree that the rights and obligations of <br />the parties under this Agreement are unique, and depend vitally on the identity of the parties. <br />Neither party shall have the right to assign this Agreement, or any right or obligation under this <br />Agreement. <br />22. Miscellaneous <br />(a) Partial Invalidity. If any term or provision of this Agreement or the application to <br />any person or circumstance shall, to any extent, be invalid or unenforceable, the remamder of this <br />Agreement, or the application of such term or provision to persons or circumstances other than <br />those to which it is held invalid or unenforceable, shall not be affected thereby, and each such term <br />and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by <br />law. <br />(b) Waivers. No waiver of any breach of any covenant or provision contained here <br />shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant <br />or provision here contained. No extension of time for performance of any obligation or act shall be <br />deemed an extension of the time for performance of any other obligation or act. <br />Purchase and Sale Agreement <br />Salem Area Mass Transit Disuict/Marion County <br />~ Page - 11 <br />0128970748 <br />