on or off the Real Property; (b) satisfy
any condition of approval of any nature with respect to the Property whether on
or off the Real Property; (c) other than the payment of prorated taxes as of the
close of Escrow, pay any fee of any nature with respect to the Property; or
(d) obtain any further subdivision maps, consents, permits, entitlements,
easements, rights of way, certificates, rights and agreements required from the
City or County or any other governmental and quasi-governmental entities and
private sources to develop, improve and market the Property and the houses
constructed or to be constructed thereon whether before or after the Close of
Escrow.
ARTICLE VII.
DEFAULT
Section 7.1 Default by Buyer. If the sale of the Property as contemplated
hereunder is not consummated due to Buyer's default hereunder, Seller shall be
entitled, as its sole remedy for Buyer's failure to close Escrow (but not with
respect to other defaults by Buyer under this Agreement), to terminate this
Agreement and receive liquidated damages pursuant to Section 1.6 hereof.
Section 7.2 Default by Seller. IF THE SALE OF THE PROPERTY AS CONTEMPLATED
HEREUNDER IS NOT CONSUMMATED DUE TO SELLER'S DEFAULT HEREUNDER, BUYER SHALL BE
ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY, TO EITHER (A) RECEIVE THE RETURN OF
THE DEPOSIT AND ALL INTEREST ACCRUED THEREON, WHICH RETURN SHALL OPERATE TO
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TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY
HEREUNDER, AND RECEIVE REIMBURSEMENT FOR THE ACTUAL THIRD PARTY OUT-OF-POCKET
COSTS INCURRED BY BUYER IN CONNECTION WITH ITS DILIGENCE RELATING TO THE
PROPERTY, OR (B) SEEK SPECFIC PERFORMANCE (INCLUDING, WITHOUT LIMITATION, ANY
RIGHTS THAT BUYER MAY HAVE UNDER THE PROVISIONS OF CALIFORNIA CIVIL CODE
SECTIONS 1680 AND 3389) TO COMPEL SELLER TO CONVEY THE PROPERTY OR TO PURSUE
OTHER EQUITABLE REMEDIES AGAINST SELLER; PROVIDED THAT ANY ACTION BY BUYER FOR
SPECIFIC PERFORMANCE MUST BE COMMENCED, IF AT ALL, WITHIN SIXTY (60) DAYS OF THE
DATE BUYER BECOMES AWARE OF SELLER'S DEFAULT, THE FAILURE OF WHICH SHALL
CONSTITUTE A WAIVER BY BUYER OF SUCH RIGHT AND REMEDY. IF BUYER SHALL NOT HAVE
COMMENCED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME
PERIOD BUYER'S SOLE REMEDY FOR SUCH DEFAULT SHALL BE TO TERMINATE THIS AGREEMENT
IN ACCORDANCE WITH CLAUSE (A) ABOVE. FURTHER, IF ESCROW FAILS TO CLOSE DUE TO
SELLER'S DEFAULT UNDER THIS AGREEMENT, BUYER SHALL HAVE NO RIGHT TO SEEK LOST
PROFITS OR CONSEQUENTIAL DAMAGES OR INDIRECT DAMAGES OR PUNITIVE DAMAGES OF ANY
SUM. EXCEPT FOR THOSE REMEDIES EXPRESSLY SET FORTH HEREIN IN THE CASE WHERE
ESCROW FAILS TO CLOSE AS A RESULT OF SELLER'S DEFAULT UNDER THIS AGREEMENT,
BUYER HEREBY WAIVES AND RELINQUISHES ALL OTHER CLAIMS AND RIGHTS FOR DAMAGES,
INCLUDING BUT NOT LIMITED TO LOST PROFITS AND ALL OTHER CONSEQUENTIAL DAMAGES
AND INDIRECT DAMAGES AND PUNITIVE DAMAGES ARISING BY REASON OF SELLER'S DEFAULT.
Buyer's Initials /s/ KML
Seller's Initial's /s/ TM
ARTICLE VIII.
CONDEMNATION
Section 8.1 Risk of Loss. In the event of loss or damage to the Property