shall immediately, at its sole cost and expense, restore the
Property to the condition that existed immediately prior to such entry by Buyer,
its agents, employees, consultants, contractors and subcontractors (ordinary
wear and tear excepted).
Buyer shall keep the Property free and clear of any
mechanics' liens or materialmen's liens related to Buyer's inspection and the
other activities contemplated in this Paragraph 14.
.
All of Buyer's
obligations set forth in this Paragraph 14 shall survive the Close of Escrow and
shall not be merged with the Deed, and shall survive the termination of this
Agreement and Escrow prior to the Close of Escrow, and shall not be limited by
any provision of this Agreement.
15.
Enforcement and Legal Fees.
15.1
BUYER'S DEFAULT.
IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE
PROPERTY AS PROVIDED IN THIS AGREEMENT BY REASON OF ANY DEFAULT OF BUYER WHICH
IS NOT CURED WITHIN THREE (3) BUSINESS DAYS OF NOTICE OF DEFAULT, SELLER'S SOLE
REMEDY (EXCEPT AS PROVIDED BELOW) SHALL BE TO TERMINATE THIS AGREEMENT AND
RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES AND SELLER SHALL BE RELEASED FROM ITS
OBLIGATION TO SELL THE PROPERTY TO BUYER.
BUYER AND SELLER AGREE THAT IT WOULD
BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY
SUFFER IN THE EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO COMPLETE THE PURCHASE
OF THE PROPERTY AS HEREIN PROVIDED.
BUYER AND SELLER THEREFORE AGREE THAT A
REASONABLE PRESENT ESTIMATE OF THE NET DETRIMENT THAT SELLER WOULD SUFFER IN THE
EVENT OF BUYER'S DEFAULT OR BREACH HEREUNDER IS AN AMOUNT OF MONEY EQUAL TO THE
DEPOSIT WHICH SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES.
THE PARTIES
ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A
FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275
OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO
CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.
THE FOREGOING SHALL NOT
LIMIT SELLER'S REMEDIES WITH RESPECT TO BUYER'S OBLIGATIONS UNDER PARAGRAPHS 14
AND 17 OF THIS AGREEMENT OR THE ATTORNEYS' FEES PROVISION SET FORTH IN PARAGRAPH
18 BELOW.
SELLER'S INITIALS
BUYER'S INITIALS
21
15.2
SELLER'S DEFAULT.
IF SELLER DEFAULTS UNDER THIS AGREEMENT AND
FAILS TO COMPLETE THE PURCHASE AS PROVIDED HEREIN, THEN BUYER SHALL BE ENTITLED,
AS ITS SOLE AND EXCLUSIVE REMEDY (EXCEPT AS PROVIDED BELOW), WHETHER AT LAW OR
IN EQUITY, EITHER (A) TO TERMINATE THIS AGREEMENT AND RECOVER ITS DEPOSIT AND BE
REIMBURSED BY SELLER FOR THE OUT-OF-POCKET COSTS ACTUALLY INCURRED BY BUYER IN
CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT AND BUYER'S DUE DILIGENCE FOR
THE PROPERTY IN AN AMOUNT NOT TO EXCEED THIRTY THOUSAND DOLLARS ($30,000) OR (B)
IN LIEU OF TERMINATING THIS AGREEMENT AND RECOVERING ITS DEPOSIT AND
OUT-OF-POCKET COSTS, BUYER SHALL BE ENTITLED TO PURSUE SPECIFIC PERFORMANCE OF
THIS AGREEMENT, AND EXCEPT FOR THE EXTENSION CREDIT AND BUYER RELOCATION CREDIT
SET FORTH IN SECTION 7.2, WITHOUT RIGHT TO ANY DAMAGES OR OTHER EQUITABLE RELIEF
WHATSOEVER, BUT ONLY