ASSESSMENTS
AGAINST THE REAL PROPERTY FOR ALL PERIODS PRIOR TO THE CLOSING DATE, AND
PURCHASER SHALL BE RESPONSIBLE FOR THE PAYMENT IN FULL OF ALL TAXES AND
ASSESSMENTS AGAINST THE REAL PROPERTY FOR ALL PERIODS AS OF AND SUBSEQUENT TO
THE CLOSING DATE.
PURCHASER SHALL BE RESPONSIBLE FOR, AND SHALL INDEMNIFY,
DEFEND AND HOLD HARMLESS (WHICH COVENANTS SHALL SURVIVE THE CLOSING) SELLER FROM
AND AGAINST ALL OF THE "ROLL-BACK" OR OTHER TAXES, IF ANY, (WHENEVER ASSESSED
AGAINST PURCHASER OR SELLER) IMPOSED AS A RESULT OF ANY CHANGE OF USE BY
PURCHASER OR ANY SUCCESSOR TO PURCHASER'S IN TITLE, INCLUDING BUT NOT LIMITED TO
A CHANGE FROM OPEN SPACE, AGRICULTURAL, FORESTLAND OR RECREATIONAL STATUS.
PURCHASER SHALL BE SOLELY RESPONSIBLE FOR THE PAYMENT OF ALL TAXES, OR FEES DUE
UNDER THE EXCISE TAX ACT AND/OR UNDER THE STATUTES REFERRED TO IN THE TAXES,
DUTIES AND FEES (GST/HST) REGULATIONS RESULTING FROM OR ARISING IN CONNECTION
WITH THE TRANSACTION CONTEMPLATED HEREBY.
15.
COMMISSION.
EXCEPT FOR UBS INVESTMENT BANK, WHOSE FEES SHALL BE PAID BY
SELLER PURSUANT TO A SEPARATE WRITTEN AGREEMENT, PURCHASER AND SELLER EACH
REPRESENT AND WARRANT TO THE OTHER THAT NO BROKER, AGENT OR FINDER, LICENSED OR
OTHERWISE HAS BEEN ENGAGED BY IT, RESPECTIVELY, IN CONNECTION WITH THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
IN THE EVENT OF ANY SUCH CLAIM FOR
BROKER'S, AGENT'S OR FINDER'S FEE OR COMMISSION IN CONNECTION WITH THE
NEGOTIATION, EXECUTION OR CONSUMMATION OF THIS TRANSACTION, THE PARTY UPON WHOSE
ALLEGED STATEMENT, REPRESENTATION OR AGREEMENT SUCH CLAIM OR LIABILITY ARISES
SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE OTHER PARTY FROM AND AGAINST SUCH
CLAIM AND LIABILITY, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES
AND COURT COSTS.
PURCHASER AND SELLER ACKNOWLEDGE THAT THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THIS SECTION SHALL SURVIVE THE CLOSING.
16.
POSSESSION.
PURCHASER, SUBJECT TO THE PERMITTED EXCEPTIONS, SHALL BE
ENTITLED TO POSSESSION OF THE REAL PROPERTY ON THE CLOSING DATE.
17.
DEFAULT.
(A) IF SELLER DEFAULTS IN ITS CONTRACTUAL PERFORMANCE HEREIN IN ANY MATERIAL
WAY, AND SELLER DOES NOT CURE SUCH DEFAULT WITHIN TEN (10) DAYS FOLLOWING
SELLER'S RECEIPT OF NOTICE OF SUCH DEFAULT FROM PURCHASER, PURCHASER SHALL HAVE
ALL AVAILABLE REMEDIES AT LAW OR EQUITY, INCLUDING BUT NOT LIMITED TO THE REMEDY
OF SPECIFIC PERFORMANCE; PROVIDED, HOWEVER THAT IN NO EVENT SHALL PURCHASER BE
ENTITLED TO MONETARY DAMAGES IN EXCESS OF FIVE MILLION AND NO/100 DOLLARS
($5,000,000.00) (THE "DAMAGES CAP").
(B)
PURCHASER ACKNOWLEDGES THAT IF PURCHASER FAILS TO PURCHASE THE REAL
PROPERTY FOR ANY REASON OTHER THAN THE BREACH OF SELLER OR TERMINATION OF THIS
AGREEMENT BY SELLER PURSUANT TO SECTION 9 OR NON-FULFILLMENT OF A CONTINGENCY
PURSUANT TO SECTION 13(B), SELLER SHALL BE ENTITLED TO COMPENSATION FROM
PURCHASER (AS ITS SOLE REMEDY) FOR THE DETRIMENT RESULTING FROM THE REMOVAL OF
THE REAL PROPERTY FROM THE MARKET, AND ENTERING INTO THIS AGREEMENT RATHER THAN
SELLING TO OTHER POTENTIAL PURCHASERS.
THEREFORE, IN THE EVENT OF PURCHASER'S
FAILURE TO PURCHASE THE REAL PROPERTY FOR ANY REASON OTHER THAN THE BREACH OF
SELLER OR TERMINATION OF THIS