13. Assignment. Buyer may not assign its rights and interest in and to this
Agreement to an unaffiliated third party without written notice to and prior
written consent from Seller, which consent shall not be unreasonably delayed;
provided, however, notwithstanding such assignment, Buyer shall remain liable to
Seller for its obligations hereunder.
14. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the
Parties hereto, and their permitted successors and assigns, and the Seller
Parties and the Buyer Parties as and to the extent provided in Article 12
hereof, and nothing herein express or implied shall give or be construed to give
to any person or entity, other than the Parties hereto, and their permitted
successor and assigns, the Seller Parties and the Buyer Parties, any legal or
equitable rights hereunder.
15. Termination.
(a) Seller's Termination Rights.
(i) THIS AGREEMENT MAY BE TERMINATED BY SELLER IF (I) ANY OF THE CONDITIONS
PRECEDENT TO THE SELLER'S OBLIGATIONS SET FORTH IN SECTION 5(b) HEREOF HAVE NOT
BEEN SATISFIED OR WAIVED BY THE SELLER ON OR PRIOR TO THE CLOSING DATE OR (II)
THERE IS A MATERIAL BREACH OR MATERIAL DEFAULT BY BUYER IN THE PERFORMANCE OF
ITS OBLIGATIONS UNDER THIS AGREEMENT.
(ii) IN THE EVENT THIS AGREEMENT IS TERMINATED PURSUANT TO SUBSECTION 15(a)(i),
THIS AGREEMENT SHALL BE NULL AND VOID AND OF NO FURTHER FORCE OR EFFECT AND
NEITHER PARTY SHALL HAVE ANY RIGHTS OR OBLIGATIONS AGAINST OR TO THE OTHER
EXCEPT (I) FOR THOSE PROVISIONS HEREOF WHICH BY THEIR TERMS EXPRESSLY SURVIVE
THE TERMINATION OF THIS AGREEMENT AND (II) AS SET FORTH IN SUBSECTION 15(a)(iii)
HEREOF.
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(iii) IN THE EVENT SELLER TERMINATES THIS AGREEMENT AS A RESULT OF A MATERIAL
BREACH OR MATERIAL DEFAULT BY BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER
THIS AGREEMENT AFTER THE INSPECTION PERIOD, ESCROW AGENT SHALL IMMEDIATELY
DISBURSE THE DEPOSIT TO SELLER, AND UPON SUCH DISBURSEMENT SELLER AND BUYER
SHALL HAVE NO FURTHER OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT THOSE WHICH
EXPRESSLY SURVIVE SUCH TERMINATION. BUYER AND SELLER HEREBY ACKNOWLEDGE AND
AGREE THAT IT WOULD BE IMPRACTICAL AND/OR EXTREMELY DIFFICULT TO FIX OR
ESTABLISH THE ACTUAL DAMAGE SUSTAINED BY SELLER AS A RESULT OF SUCH DEFAULT BY
BUYER, AND AGREE THAT THE DEPOSIT IS A REASONABLE APPROXIMATION THEREOF.
ACCORDINGLY, IN THE EVENT THAT SELLER TERMINATES THIS AGREEMENT IN ACCORDANCE
WITH SECTION 15(a)(i) AFTER THE EXPIRATION OF THE INSPECTION PERIOD, THE DEPOSIT
SHALL CONSTITUTE AND BE DEEMED TO BE THE AGREED AND LIQUIDATED DAMAGES OF
SELLER, AND SHALL BE PAID BY ESCROW AGENT TO SELLER AS SELLER'S SOLE AND
EXCLUSIVE REMEDY HEREUNDER; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT LIMIT
BUYER'S OBLIGATION TO PAY TO SELLER ALL REASONABLE ATTORNEYS' FEES AND COSTS
INCURRED BY SELLER TO ENFORCE THE PROVISIONS OF THIS SECTION 15(a) OR BUYER'S
INDEMNITY OBLIGATIONS OWED TO SELLER PURSUANT TO THIS AGREEMENT WHICH SURVIVE A
TERMINATION OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF THE
DEPOSIT TO SELLER AS LIQUIDATED DAMAGES ON ACCOUNT OF BUYER'S DEFAULT IS NOT
INTENDED AS