2008/10/15 Council Agenda Packet

c. Closing Costs. Seller shall pay all customary closing costs in connection with Closing, including any real estate excise or transfer tax upon conveyance of the Property, recording fees, and the premium for the standard coverage portion of the owner's extended ALTA policy. Purchaser shall pay the premium for the extended coverage portion of the owner's extended ALTA title policy including any endorsements, as set forth in Section 9(b), and one-half of Title Company's closing escrow fee. Notwithstanding the foregoing, Purchaser and Seller shall each pay their own attorneys', accountants' and other professional fees. 13. CASUALTY LOSS AND CONDEMNATION. a. Casualty or Condemnation. If prior to the Closing the Property is damaged as the result of fire or other casualty or there is a loss of the Property by condemnation, Purchaser shall have the option to (i) accept title to the Property without any abatement of the Purchase Price, in which event at the Closing all of the insurance proceeds or condemnation awards shall be assigned by Seller to Purchaser and any moneys theretofore received by Seller in connection with such loss, fire or other casualty shall be paid over to Purchaser; or (ii)terminate this Agreement, in which event the Earnest Money shall be returned to Purchaser, and thereupon neither party shall have any further liability to the other. b. Settlement. During the existence of this Agreement, Seller shall not settle any fire or casualty loss claims or agree to any award or payment in condemnation or eminent domain or any award or payment in connection with the change in grade of any alley, street, road, highway or avenue in respect of or in connection with the Property without obtaining Purchaser's prior consent in each case. 14. SELLER'S REMEDY. SELLER AND PURCHASER HEREBY AGREE THAT THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IN THE EVENT OF A DEFAULT BY PURCHASER HEREUNDER IN PURCHASING THE PROPERTY WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN, AND THAT THE EARNEST MONEY REPRESENTS THE REASONABLE ESTIMATE BY THE PARTIES OF THE AMOUNT OF THE DAMAGES THAT SELLER WOULD SUFFER BY REASON OF PURCHASER'S DEFAULT. PURCHASER AND SELLER UNDERSTAND AND AGREE THAT THE VALUE OF PROPERTY IS SUBJECT TO CHANGE BY REASON OF GENERAL ECONOMIC CONDITIONS, THE LOCAL REAL ESTATE MARKET, THE AVAILABILITY OF MORTGAGE FINANCING, AND OTHER FACTORS BEYOND THE CONTROL OF PURCHASER AND SELLER, AND THAT THE EARNEST MONEY IS A REASONABLE LIQUIDATED DAMAGE AMOUNT UNDER THE EXISTING CIRCUMSTANCES. ACCORDINGLY, IN THE EVENT ESCROW DOES NOT CLOSE BECAUSE OFA DEFAULT BY PURCHASER HEREUNDER, AND PROVIDED THAT ALL CONDITIONS TO PURCHASER'S OBLIGATIONS HAVE BEEN SATISFIED AND SELLER HAS COMPLIED WITH ALL OF ITS OBLIGATIONS HEREUNDER AND IS READY, WILLING AND ABLE TO CLOSE ESCROW, SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE yv' V -15- 50939068.4