SSLM Properties LLC 7/26/2016 - Laserfiche WebLink

ARTICLE XI. DEFAULT; REMEDIES 11.1 Default by Buyer. If Buyer fails, without legal excuse, to complete the purchase of the Property in accordance with the terms of this Agreement or otherwise defaults hereunder, Seller's sole and exclusive remedy shall be to retain the Earnest Money as liquidated damages. Buyer expressly agrees that the delivery to and the retention of the Earnest Money by Seller represents a reasonable estimation of the damages in the event of Buyer's default,that actual damages may be difficult to ascertain and that this provision does not constitute a penalty. 11.2 Default by Seller. If Seller fails,without legal excuse,to complete the sale of the Property in accordance with the terms of this Agreement or otherwise defaults hereunder, Buyer may as its sole and exclusive remedy either: (1)terminate this Agreement and receive a refund of the Earnest Money; (2) seek specific performance; or (3) sue for its actual damages. If Seller defaults under this Agreement by not completing the Demolition Work prior to Closing and Buyer seek specific performance, Buyer's specific performance remedy shall include without limitation conveyance of the Property to Buyer as set forth in this Agreement,but with the Purchase Price reduced by an amount equal to the cost of the City completing the Demolition Work. 11.3 Attorneys' Fees. In the event either party brings an action or any other proceeding against the other party to enforce or interpret any of the terms, covenants or conditions hereof, the party prevailing in any such action or proceeding shall be paid all costs and reasonable attorneys' fees by the other party in such amounts as shall be set by the court, at trial and on appeal. ARTICLE XII. MISCELLANEOUS 12.1 Brokers and Finders. No broker has been used by either Buyer or Seller. In the event of any claim for broker's fee, finder's fee, commission or other similar compensation in connection with this Agreement, Buyer, if such claim is based upon any agreement alleged to have been made by Buyer,hereby agrees to indemnify Seller against any and all damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and costs) that Seller may sustain or incur by reason of such claim. Seller, if such claim is based upon any agreement alleged to have been made by Seller, hereby agrees to indemnify Buyer against any and all damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and costs) that Buyer may sustain or incur by reason of such claim. Notwithstanding anything to the contrary herein, the provisions of this Section shall survive the termination of this Agreement or the Closing. 13