WHICH THE ESCROW AGENT IS LOCATED) OF THE CLOSING DATE OR THE
EARLIER DATE SPECIFIED ABOVE.
ARTICLE IX
BROKERAGE
9.1
INDEMNITY.
SELLER REPRESENTS AND WARRANTS TO PURCHASER THAT IT
HAS DEALT ONLY WITH CUSHMAN & WAKEFIELD, INC., ONE TAMPA CITY CENTER, 201 NORTH
FRANKLIN STREET, SUITE 3600, TAMPA, FLORIDA 33602 ("BROKER") IN CONNECTION WITH
THIS CONTRACT.
SELLER AND PURCHASER EACH REPRESENTS AND WARRANTS TO THE OTHER
THAT, OTHER THAN BROKER, IT HAS NOT DEALT WITH OR UTILIZED THE SERVICES OF ANY
OTHER REAL ESTATE BROKER, SALES PERSON OR FINDER IN CONNECTION WITH THIS
CONTRACT, AND EACH PARTY AGREES TO INDEMNIFY, HOLD HARMLESS, AND, IF REQUESTED
IN THE SOLE AND ABSOLUTE DISCRETION OF THE INDEMNITEE, DEFEND (WITH COUNSEL
APPROVED BY THE INDEMNITEE) THE OTHER PARTY FROM AND AGAINST ALL LOSSES RELATING
TO BROKERAGE COMMISSIONS AND FINDER'S FEES ARISING FROM OR ATTRIBUTABLE TO THE
ACTS OR OMISSIONS OF THE INDEMNIFYING PARTY.
THE PROVISIONS OF THIS SECTION 9.1
SHALL SURVIVE THE TERMINATION OF THIS CONTRACT, AND IF NOT SO TERMINATED, THE
CLOSING AND DELIVERY OF THE DEED TO PURCHASER.
9.2
BROKER COMMISSION.
IF THE CLOSING OCCURS, SELLER AGREES TO PAY
BROKER A COMMISSION ACCORDING TO THE TERMS OF A SEPARATE CONTRACT.
BROKER SHALL
NOT BE DEEMED A PARTY OR THIRD PARTY BENEFICIARY OF THIS CONTRACT.
9.3
BROKER SIGNATURE PAGE.
AS A CONDITION TO SELLER'S OBLIGATION
TO PAY THE COMMISSION PURSUANT TO SECTION 9.2, BROKER SHALL EXECUTE THE
SIGNATURE PAGE FOR BROKER ATTACHED HERETO SOLELY FOR PURPOSES OF CONFIRMING THE
MATTERS SET FORTH THEREIN; PROVIDED, HOWEVER, THAT (A) BROKER'S SIGNATURE HEREON
SHALL NOT BE A PREREQUISITE TO THE BINDING NATURE OF THIS CONTRACT ON PURCHASER
AND SELLER, AND THE SAME SHALL BECOME FULLY EFFECTIVE UPON EXECUTION BY
PURCHASER AND SELLER, AND (B) THE SIGNATURE OF BROKER WILL NOT BE NECESSARY TO
AMEND ANY PROVISION OF THIS CONTRACT.
ARTICLE X
DEFAULTS AND REMEDIES
10.1
PURCHASER DEFAULT.
IF PURCHASER DEFAULTS IN ITS OBLIGATIONS
HEREUNDER TO (A) DELIVER THE DEPOSIT (OR ANY OTHER DEPOSIT OR PAYMENT REQUIRED
OF PURCHASER HEREUNDER), (B) DELIVER TO SELLER THE DELIVERIES SPECIFIED UNDER
SECTION 5.3 ON THE DATE REQUIRED THEREUNDER, OR (C) DELIVER THE PURCHASE PRICE
FOR THE PROPERTY AT THE TIME REQUIRED BY SECTION 2.2.4 AND CLOSE ON THE PURCHASE
OF THE PROPERTY ON THE CLOSING DATE, THEN, IMMEDIATELY AND WITHOUT NOTICE OR
CURE, PURCHASER SHALL FORFEIT THE DEPOSIT, AND THE ESCROW AGENT SHALL DELIVER
THE DEPOSIT TO SELLER, AND NEITHER PARTY SHALL BE OBLIGATED TO PROCEED WITH THE
PURCHASE AND SALE OF THE PROPERTY.
IF, PURCHASER DEFAULTS IN ANY OF ITS OTHER
REPRESENTATIONS, WARRANTIES OR OBLIGATIONS UNDER THIS CONTRACT, AND SUCH DEFAULT
CONTINUES FOR MORE THAN 10 DAYS AFTER WRITTEN NOTICE FROM SELLER'S
REPRESENTATIVE, THEN PURCHASER SHALL FORFEIT THE DEPOSIT, AND THE ESCROW AGENT
SHALL DELIVER THE DEPOSIT TO SELLER, AND NEITHER PARTY SHALL BE OBLIGATED TO
PROCEED WITH THE PURCHASE AND SALE OF THE PROPERTY.
THE DEPOSIT IS LIQUIDATED
DAMAGES AND RECOURSE TO THE DEPOSIT IS, EXCEPT FOR PURCHASER'S INDEMNITY AND
CONFIDENTIALITY OBLIGATIONS HEREUNDER, SELLER' SOLE AND EXCLUSIVE REMEDY