of the Property ("Closing") is the meeting at
which the Seller transfers ownership of the Property by grant deed (the "Deed"),
and the Purchaser pays the remainder of the Purchase Price."
2. The last sentence of Section 5(A) of the Agreement is hereby deleted in its
entirety and replaced with the following:
"At Closing title to the Property shall be insurable as such by any reputable
title insurance company authorized to issue title insurance in the state where
the Property is located, at such company's regular rates, pursuant to a standard
form ALTA or CLTA owner's form of policy."
3. The following provision is hereby added as Section 8(A) of the Agreement:
"(A) Notwithstanding anything to the contrary contained in this Section, not
later than ten (10) days prior to the expiration of the Due Diligence Period,
Seller shall deliver to Purchaser a report detailing the natural hazards
affecting the property prepared by an independent third party pursuant to
California Civil Code §1102.4."
4. Section 14 of the Agreement is hereby deleted in its entirety and replaced
with the following:
"14. LIQUIDATED DAMAGES AND LIMITATIONS OF REMEDIES FOR PURCHASER'S BREACH. IF
PURCHASER IN BREACH OF THIS AGREEMENT FAILS TO CLOSE, THEN UPON WRITTEN NOTICE
OF TERMINATION (A "TERMINATION NOTICE") FROM SELLER TO PURCHASER AND ESCROWEE,
THIS AGREEMENT SHALL TERMINATE (EXCEPT FOR THIS SECTION AND PURCHASER'S
OBLIGATIONS PURSUANT TO SECTION 20). THE PARTIES ACKNOWLEDGE AND AGREE BY
INITIALING THIS SECTION 14 THAT:
IF PURCHASER FAILS TO CLOSE IN BREACH OF THIS AGREEMENT, SELLER WILL INCUR
CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT THAT WOULD BE EXTREMELY DIFFICULT
OR IMPRACTICAL TO ASCERTAIN. THE DEPOSIT, TOGETHER WITH ALL INTEREST EARNED
THEREON, BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES
ESTIMATE MAY BE SUFFERED BY SELLER BY REASON OF SUCH A FAILURE OF CLOSING TO
OCCUR, AND THE DEPOSIT AND INTEREST IS NOT AN AMOUNT WHICH IS UNREASONABLE UNDER
THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT IS MADE (PURCHASER
ACKNOWLEDGING AND AGREEING THAT PURCHASER HAS FULLY CONSIDERED THE PROVISIONS OF
THIS SECTION 14 AND SUCH CIRCUMSTANCES PRIOR TO ENTERING INTO THIS AGREEMENT AND
HAS CONSULTED WITH PURCHASER'S COUNSEL WITH RESPECT THERETO); ANDUPON DELIVERY
TO ESCROWEE BY SELLER OF A PROPERLY GIVEN TERMINATION NOTICE, SELLER SHALL BE
ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT, TOGETHER WITH ALL INTEREST EARNED
THEREON, AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE REMEDY
HEREUNDER IF PURCHASER IN BREACH OF THIS AGREEMENT FAILS TO CLOSE, AND PURCHASER
SHALL FORTHWITH INSTRUCT ESCROWEE TO RELEASE THE DEPOSIT AND ALL INTEREST EARNED
THEREON TO SELLER AND TO RETURN TO SELLER ALL DOCUMENTS AND INSTRUMENTS
THERETOFORE DEPOSITED INTO THE ESCROW BY OR ON BEHALF OF THEM; PROVIDED,
HOWEVER, THAT SELLER SHALL BE ENTITLED TO RECOVER FROM PURCHASER ATTORNEYS' FEES
AND OTHER DIRECT OUT-OF-POCKET COSTS INCURRED BY THEM IN CONNECTION WITH THE
ENFORCEMENT OR DEFENSE OF OBLIGATIONS CONTAINED IN THIS SECTION 14.
IN FURTHER EVIDENCE OF THEIR AGREEMENT TO THIS LIQUIDATED DAMAGES PROVISION,
SELLER AND PURCHASER HAVE INITIALED BELOW: