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(ii) A corporate resolution of Seller authorizing the individual executing the documents to do so on Seller's behalf, and (iii) Any and all such other reasonable and customary documents necessary to consummate the dosing of this purchase and sale transaction or to confirm the assignment of the Transferred Development Rights. (b) Purchaser "I deliver at Closing to Seller. (i) The Balance of the Purchase Price by federal wire tianafer, (ii) A corporate resolution authorizing the individual executing the documents on Purchaser's behalf to do so on Purchaser's behalf, and (iii) An Indemnity Agreement in arch foam required by the City (to the extent such Agreement has not ahready been delivered to Seller). 011, In the event of a fafure by either Party to perform any obligation or covenant which either of them is obligated to perform under this Agreement, except for the bailers to close in accordance with the terms of this Ag cement, which failure WWI constitute an immediate default he curler. no default shall occur until notice thereof is given to the defaulting Party by the other Party hereto asserting ten event of de fink has occurred, describing the nature of the default, and giving a period of five (5) days to cue the default if readily curable by the payment of money, or a period of ten (10) days to cure the default, if not readily curable by the payment of money. In the event of the failure or refusal of the Purchaser to close this transaction, without fault on Seller's part and without failure of any conditions precedent to Purchaser's obligations hereunder, Seller " receive the Deposit together with all interest earned therm (if any) as agreed and liquidated damages for said breach, and as Seller's sole and exclusive remedy for default of Purchaser, whereupon the parties shall be relieved of all fWther obligations beraunder, except those obligations which specifically survive such Closing. Purchaser sad Seller aclmowledge and agree that actual daanages are ddScu t or impossible to ascertain and the Deposit, is a fair and reasonable estimation of the damages of Seller. If after notice and the expiration of the rue patod provided herein, Seller fails to perform any of its covenants as set forth in this Agreement or fails to properly convey the Transferred Development Rights whm obligated to do 8o in accordance with the terms hereof Purchaser shall be entitled to receive the return of the Deposit, or seek specific perfonmemex against Seller without waiving any rights to recover my actual damages and out -of- pocket expenses incurred by Purchase. a. Ce ffanission. Neither Seller nor Purchase has had any contact or dealings regarding the Transferred Development Rights, or any communication in connection with the subject matter of this Agreerntmt through any real estate broker or other person who can claim a right to a commission or finder's fee in connection with the sale otlntemplated herein. Each Party WWI indemnify and hold harmless the other from any claims for any commissions by any brokers, salesmen, or agents 0