such
condition.
If Seller elects to close, notwithstanding the nonsatisfaction of
such condition, there shall be no liability on the part of Buyer for
nonsatisfaction of such condition or for breaches of representations and
warranties of which Seller had knowledge as of the Close of Escrow.
If Seller
exercises such termination right, then Escrow Holder shall promptly return the
Deposit to Buyer, unless the provisions of Article 14 apply in which case Escrow
Holder shall promptly deliver the Deposit to Seller.
13.
CASUALTY; CONDEMNATION.
13.1
IN THE EVENT OF THE OCCURRENCE OF ANY OF THE FOLLOWING PRIOR TO THE
CLOSE OF ESCROW:
(I) THE COMMENCEMENT OF ANY EMINENT DOMAIN OR CONDEMNATION
PROCEEDINGS WITH RESPECT TO ANY PORTION OF THE PROPERTY THAT WOULD REDUCE THE
VALUE OF THE PROPERTY BY MORE THAN TWO HUNDRED FIFTY THOUSAND DOLLARS
($250,000), OR (II) ANY CASUALTY WHICH SHALL COST IN EXCESS OF TWO HUNDRED FIFTY
THOUSAND DOLLARS ($250,000) TO REPAIR, BUYER SHALL HAVE THE RIGHT TO TERMINATE
THIS AGREEMENT UNTIL THE EARLIER OF TEN (10) DAYS AFTER THE DATE BUYER RECEIVES
WRITTEN NOTICE OF SUCH DAMAGE, TAKING OR CONDEMNATION, OR THE CLOSING DATE.
IF
BUYER ELECTS TO TERMINATE THIS AGREEMENT, ESCROW HOLDER SHALL PROMPTLY RETURN
THE DEPOSIT (INCLUDED ALL INTEREST ACCRUED THEREON) TO BUYER AND BOTH PARTIES
SHALL BE RELIEVED OF ANY FURTHER OBLIGATIONS HEREUNDER.
13.2
IN THE EVENT OF THE OCCURRENCE OF ANY CASUALTY TO THE PROPERTY
PRIOR TO THE CLOSE OF ESCROW WHICH SHALL COST TWO HUNDRED FIFTY THOUSAND DOLLARS
($250,000) OR LESS TO REPAIR OR IF BUYER DOES NOT TERMINATE THIS AGREEMENT
PURSUANT TO SECTION 13.1, THE OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
UNAFFECTED AND THE PARTIES SHALL PROCEED TO CLOSE OF ESCROW.
IN SUCH CASE,
(I) SELLER SHALL DELIVER TO BUYER, AT THE CLOSE OF ESCROW, AN ASSIGNMENT OF ALL
OF SELLER'S RIGHT, TITLE AND INTEREST IN AND TO ALL INSURANCE PROCEEDS AND
AWARDS APPLICABLE THERETO; AND (II) WITH RESPECT TO UNINSURED LOSSES, BUYER
SHALL RECEIVE A CREDIT AGAINST THE PURCHASE PRICE IN AN AMOUNT EQUAL TO THE
REASONABLE COST TO REPAIR THE INTEREST TAKEN BY EMINENT DOMAIN OR THE DAMAGE OR
DESTRUCTION CAUSED BY CASUALTY, NOT TO EXCEED FIFTY THOUSAND DOLLARS ($50,000).
13.3
SELLER AND BUYER EACH EXPRESSLY WAIVE THE PROVISIONS OF CALIFORNIA
CIVIL CODE SECTION 1662 AND HEREBY AGREE THAT THE PROVISIONS OF THIS SECTION 13
SHALL GOVERN THE PARTIES' OBLIGATIONS IN THE EVENT OF ANY DAMAGE OR DESTRUCTION
TO THE PROPERTY OR THE TAKING OF ALL OR ANY PART OF THE PROPERTY, AS APPLICABLE.
14.
LIQUIDATED DAMAGES.
IF ALL OF THE CONDITIONS TO BUYER'S
OBLIGATION TO PURCHASE THE PROPERTY HAVE BEEN SATISFIED OR WAIVED IN WRITING BY
BUYER AND IF BUYER SHOULD FAIL TO CONSUMMATE THIS TRANSACTION FOR ANY REASON
OTHER THAN SELLER'S DEFAULT, FAILURE OF A CONDITION TO BUYER'S OBLIGATION TO
CLOSE, OR THE EXERCISE BY BUYER OF AN EXPRESS RIGHT OF TERMINATION GRANTED
HEREIN, SELLER'S SOLE REMEDY IN SUCH EVENT SHALL BE TO TERMINATE THIS AGREEMENT
AND TO RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, SELLER