Reso 2009-1453 - Laserfiche WebLink

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- The provlSlons of this Paragraph 6 shall survIVe the Closing or the earlier termination of this Agreement. 7. Default. In the event of a default by Purchaser hereunder not cured by Purchaser within thirty (30) days after written notice thereof to Purchaser, Seller may as its sole and exclusive remedy terminate this Agreement by giving written notice to Purchaser and immediately receive from Purchaser the amount of ONE HUNDRED THOUSAND DOLLARS ($100,OOOL("the Liquidated Sum"), as agreed upon liquidated damages and in full settlement of all claims of the Seller against the Purchaser arising from or related to this Agreement. Seller and Purchaser specifically understand and agree that (i) the foregoing remedy is intended to operate as a liquidated damages clause and not as a penalty or forfeiture provision; (ii) the actual damages that Seller may suffer if Purchaser defaults are impossible to ascertain precisely and, therefore, the Liquidated Sum represents the parties' reasonable estimate of such damages considering all of the circumstances existing on the date of this Agreement; (iii) the Liquidated Sum is intended to fully compensate Seller for entering into this Agreement and, therefore, Seller shall not be entitled to bring any action at law or in equity against Purchaser for an alleged default under this Agreement except such actions as are necessary to obtain the Liquidated Sum; and (iv) upon receipt by Seller of the Liquidated Sum, this Agreement shall cease and terminate and be of no further force and effect, and Seller shall have no further claims against Purchaser under this Agreement except for any claims under any provisions of this Agreement that specifically survive termination of this Agreement. Seller hereby expressly waives all rights to seek damages other than the liquidated damages provided for in this paragraph and agrees to waive any defense of mutuality of remedy. In the event of a default by Seller under this Agreement, which default is not cured by Seller within thirty (30) days after written notice thereof to Seller, Purchaser shall have the option of either: (A) seeking specific performance of Seller's obligations hereunder; or (B) terminating this Agreement by giving written notice to Seller and immediately receive a refund of all deposits paid by Purchaser under this Agreement. In the event that Purchaser elects option (B) above then upon receipt by Purchaser of its deposit, this Agreement shall cease and terminate and be of no further force and effect, and Purchaser shall have no further claims against Seller under this Agreement, except for any claims under any provisions of this Agreement that specifically survive termination of this Agreement. The provisions of this Paragraph 7 shall survive any termination of this Agreement. 8. Prorations. Real estate taxes, personal property taxes, assessments and all items of income and expense regarding the Property shall be prorated as of the date of Closing; provided, however, that assessment lien(s) which had been certified as of the date of Closing, and pending liens where the improvements have been substantially completed, shall be satisfied by Seller, in full, at Closing. In the event that the tax bill for the year of Closing is not available, Seller shall comply with Section 196.295, Florida Statutes. Under this Section, in the event fee title to the Property is acquired between January 1, and November 1 of any year by Purchaser, Seller shall be required to place in escrow with the county tax collector an amount equal to the current taxes prorated to the date of transfer of title, based upon the current assessment and millage rates on the land involved. This fund shall be used to pay any ad valorem taxes due, and the remainder of taxes which would otherwise have been due for that current year shall stand cancelled. 6 It-.k.. /}1~