Reso 2007-1120 - Laserfiche WebLink

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in accordance with the "Notice" section of this Agreement stating that Buyer has elected to exercise the Option and close in accordance with this Option Agreement (the "Option Notice") and (Time is of the essence for Buyer to give the Option Notice and any attempt to exercise the Option after the Option Expiration Date shall be of no force or effect). If Buyer does not exercise the Option on or prior to the Option Expiration Date, then Seller shall be entitled to reeeive and retain the full amount of the Option Fee and the Option and this Agreement shall terminate and the parties hereto shall be relieved of all further obligations and liability other than those that are expressly stated to survive termination of this Agreement. 3. Purchase Price; Deposit and Escrow. 3.1 Purchase Price. The cash portion of the Purchase Price is Five HUl1(hed Thousand Dollars ($500, 000.00), payable by Buyer to Seller as follows: (a) the Option Fee in the amount of $50,000, payable as provided in Section 2.2 above, simultaneously with the delivery to Seller of this Agreement executed by Buyer; (b) the balance of the Purchase Price, equal to Four Hundred and Fifty Thousand and 0011 00 Dollars ($450,000,00), payable in Acceptable Funds to Seller at the Closing, subject to adjustments and credits as hereinafter set forth. As used in this Agreement, the term "Acceptable Funds" shall mean a wire transfer of immediately available funds. 3.2 OPtion Fee, Liquidated Damages. Buyer and Seller agree that the damages which Seller would incur should Buyer default in its obligations under this Agreement are not readily ascertainable by the parties on the date of this Agreement; and that the parties desire to liquidate by agreement the amount of Seller's recovery from Buyer in such event. Both parties understand that the agreed damages may be more or less than the actual damages which Seller may incur on account of Buyer's default. Aftel consideration of all of the foregoing, Buyer and Seller hereby agree that in the event of Buyer's dcfault under this Agreement (provided that Scller is not then in default), Seller shall be entitled to retain the Option Fee, together with all interest accrued thereon, as liquidated damages as Seller's sole remedy on account of such default, plus reasonable attorneys' fees and costs of collection should litigation ensue; provided, however, if Buyer fails to deliver the Option Fee as required under this Agreemcnt, then Seller's remedies shall be limited to the right to collect the Option Fee from Buyer and to retain the Option Fee as liquidated damages, plus reasonable attorncys' fees and costs of collection should litigation ensue. 3.3 Escrow. Promptly after Escrow Agent's receipt of the Option Fee, the Option Fee shall be deposited by the Escrow Agent in an interest-bearing account (the "Option Fee Account"). The Account shall bc at any federally insured banking institution selectcd by thc Escrow Agent (the "Bank"). As used herein, the term "Escrow Funds" means the Option Fee, together with all interest which from time to time accrues thereon, The Escrow Agent shall have no liability for the failurc of the Bank to return the Escrow Funds when requested or for any other default, action or inaction on the part of the Bank. Buyer and Seller each understand that it takes some timc to deposit the Option Fee 111 the Account and some time to withdraw the Escrow Funds from the Account in Eric Feder 3