COMPENSATION
FROM PURCHASER (AS ITS SOLE REMEDY) FOR THE DETRIMENT RESULTING FROM THE REMOVAL
OF THE REAL PROPERTY FROM THE MARKET, AND ENTERING INTO THIS AGREEMENT RATHER
THAN SELLING TO OTHER POTENTIAL PURCHASERS.
THEREFORE, IN THE EVENT OF
PURCHASER'S FAILURE TO PURCHASE THE REAL PROPERTY FOR ANY REASON OTHER THAN THE
BREACH OF SELLER OR TERMINATION OF THIS AGREEMENT BY SELLER OR PURCHASER
PURSUANT TO SECTION 9 OR NON-FULFILLMENT OF A CONTINGENCY PURSUANT TO
SECTION 13(B), SELLER SHALL HAVE, AS SELLER'S EXCLUSIVE OPTION, THE RIGHT TO
RECEIVE FROM PURCHASER ONE MILLION CANADIAN DOLLARS (C$1,000,000.00) AS
LIQUIDATED DAMAGES AND NOT A PENALTY.
THE PARTIES ACKNOWLEDGE AND AGREE THAT
THE ABOVE REFERENCE AMOUNT IS, AS OF THE EFFECTIVE DATE, A REASONABLE ESTIMATE
OF SELLER'S DAMAGES, CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE
EFFECTIVE DATE AND THAT PROOF OF ACTUAL DAMAGES WOULD BE IMPRACTICAL OR
EXTREMELY DIFFICULT.
14
18.
THIRD PARTY CONSENTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, THIS AGREEMENT SHALL NOT CONSTITUTE AN AGREEMENT TO ASSIGN OR
TRANSFER ANY CONTRACTS, LEASES OR PERSONAL PROPERTY, IF AN ASSIGNMENT OR
TRANSFER OR AN ATTEMPT TO MAKE SUCH AN ASSIGNMENT OR TRANSFER WITHOUT THE
CONSENT OR APPROVAL OF A THIRD PARTY WOULD CONSTITUTE A BREACH OR VIOLATION
THEREOF OR AFFECT ADVERSELY THE RIGHTS OF PURCHASER OR SELLER THEREUNDER; AND
ANY TRANSFER OR ASSIGNMENT TO PURCHASER BY SELLER OF ANY INTEREST UNDER ANY SUCH
CONTRACTS, LEASES OR PERSONAL PROPERTY, THAT REQUIRES THE CONSENT OR APPROVAL OF
SUCH THIRD PARTY SHALL BE MADE SUBJECT TO SUCH CONSENT OR APPROVAL BEING
OBTAINED.
IN THE EVENT ANY SUCH CONSENT OR APPROVAL IS NOT OBTAINED ON OR PRIOR
TO THE CLOSING DATE, SELLER SHALL CONTINUE TO COOPERATE IN ALL REASONABLE
RESPECTS WITH PURCHASER IN ITS EFFORTS TO OBTAIN ANY SUCH CONSENT OR APPROVAL
AFTER THE CLOSING DATE UNTIL SUCH TIME AS SUCH CONSENT OR APPROVAL HAS BEEN
OBTAINED, AND SELLER WILL COOPERATE IN ALL REASONABLE RESPECTS WITH PURCHASER IN
ANY LAWFUL AND ECONOMICALLY FEASIBLE ARRANGEMENT TO PROVIDE THAT PURCHASER SHALL
RECEIVE THE INTEREST OF THE SELLER IN THE BENEFITS UNDER ANY SUCH CONTRACTS,
LEASES OR PERSONAL PROPERTY AND INDEMNIFY PURCHASER AGAINST ANY LIABILITIES
DIRECTLY ATTRIBUTABLE TO THE FAILURE TO SECURE SUCH CONSENT OR APPROVAL (EXCEPT
THAT ANY SUCH ARRANGEMENT SHALL NOT REQUIRE PERFORMANCE BY SELLER AS AN AGENT OF
PURCHASER); PROVIDED THAT PURCHASER SHALL UNDERTAKE TO AND SHALL PAY OR SATISFY
THE CORRESPONDING LIABILITIES FOR THE ENJOYMENT OF SUCH BENEFIT TO THE EXTENT
PURCHASER WOULD HAVE BEEN RESPONSIBLE THEREFOR IF SUCH CONSENT OR APPROVAL HAD
BEEN OBTAINED.
SELLER'S INDEMNIFICATION IN THIS SECTION 18 SHALL BE SUBJECT TO
THE LIMITATIONS AS TO CLAIMS DETAILED IN SECTION 12(C) OF THIS AGREEMENT.
19.
ATTORNEYS' FEES.
IN THE EVENT OF THE BRINGING OF ANY ACTION OR SUIT
BY EITHER PARTY AGAINST THE OTHER PARTY BY REASON OF ANY BREACH OF ANY OF THE
COVENANTS, CONDITIONS, AGREEMENTS OR PROVISIONS ON THE PART OF THE OTHER PARTY
ARISING OUT OF THIS AGREEMENT, THE PARTY IN WHOSE FAVOR FINAL JUDGMENT SHALL BE
ENTERED