ANY MATERIALS TO THE PREMISES AT BUYER'S REQUEST.
(C)
BUYER'S RIGHT OF TERMINATION. IF BUYER DETERMINES, IN ITS SOLE AND ABSOLUTE
DISCRETION, THAT IT IS NOT SATISFIED WITH THE PREMISES AND ALL OR ANY MATTERS
RELATING THERETO AS A RESULT OF BUYER'S INSPECTION (INCLUDING, WITHOUT
LIMITATION, ANY TITLE MATTERS), BUYER SHALL HAVE THE RIGHT TO TERMINATE THIS
AGREEMENT, FOR ANY OR NO REASON WHATSOEVER, BY GIVING SELLER WRITTEN NOTICE
("TERMINATION NOTICE") AT ANY TIME PRIOR TO THE EXPIRATION OF THE INSPECTION
PERIOD.
UPON GIVING THE TERMINATION NOTICE, THIS AGREEMENT SHALL IMMEDIATELY
TERMINATE (EXCEPT FOR THE INDEMNITY AND OTHER OBLIGATIONS OF BUYER TO SELLER
UNDER THIS AGREEMENT WHICH ARE PROVIDED HEREUNDER TO SURVIVE THE TERMINATION OF
THIS AGREEMENT) AND WITHOUT FURTHER NOTICE OR INSTRUCTION, THE DEPOSIT SHALL BE
RETURNED BY ESCROWEE TO BUYER, AS BUYER'S SOLE AND EXCLUSIVE REMEDY UNDER THIS
AGREEMENT, AT LAW OR IN EQUITY.
IN ANY EVENT AND NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT THAT MAY BE CONSTRUED TO THE CONTRARY, BUYER'S FAILURE TO DELIVER
THE TERMINATION NOTICE PRIOR TO THE EXPIRATION OF THE INSPECTION PERIOD SHALL BE
DEEMED BUYER'S WAIVER OF ITS TERMINATION RIGHT UNDER THIS PARAGRAPH 19 (IN WHICH
EVENT, BUYER SHALL BE DEEMED TO HAVE CONSENTED TO AND APPROVED OF EVERY FACT,
ITEM AND CONDITION RELATING TO THE PROPERTY INCLUDING, WITHOUT LIMITATION, ALL
ENCUMBRANCES AND OTHER TITLE EXCEPTIONS CONTAINED IN THE TITLE REPORT AND ALL
MATTERS SET FORTH IN OR ILLUSTRATED BY THE SURVEY PLAN).
(D)
SURVIVAL.
THE PROVISIONS OF THIS PARAGRAPH 19 SHALL SURVIVE TERMINATION OF
THIS AGREEMENT AND/OR THE CLOSING AND DELIVERY OF THE DEED.
20.
BROKERS.
SELLER AND
BUYER EACH REPRESENTS AND WARRANTS TO THE OTHER THAT IT HAS DEALT WITH NO BROKER
OR OTHER INTERMEDIARY IN CONNECTION WITH THIS TRANSACTION OTHER THAN WAYNE
MASCIA ASSOCIATES, WHO REPRESENTS THE BUYER (THE "BUYER'S BROKER").
CONTINGENT
UPON THE OCCURRENCE OF THE CLOSING, SELLER AGREES TO PAY A COMMISSION TO BUYER'S
BROKER IN AN AMOUNT NOT TO EXCEED THE LESSER OF (I) THREE PERCENT (3%) OF THE
PURCHASE PRICE PAYABLE HEREUNDER AT CLOSING, OR (II) ONE HUNDRED ELEVEN THOUSAND
AND 00/100 DOLLARS ($111,000.00) IF, AS AND WHEN THE CLOSING OCCURS ONLY.
NOTWITHSTANDING THE FOREGOING, IF ANY BROKER OR OTHER INTERMEDIARY OTHER THAN
THE BUYER'S BROKER CLAIMS TO BE ENTITLED TO A FEE OR COMMISSION BY REASON OF
HAVING DEALT WITH SELLER OR BUYER IN CONNECTION WITH THIS TRANSACTION, OR HAVING
INTRODUCED THE PREMISES TO BUYER FOR SALE, OR HAVING BEEN THE INDUCING CAUSE TO
THE SALE, THE PARTY WITH WHOM SUCH BROKER CLAIMS TO HAVE DEALT SHALL INDEMNIFY,
DEFEND AND SAVE HARMLESS THE OTHER PARTY OF AND FROM ANY CLAIM FOR COMMISSION OR
COMPENSATION BY SUCH BROKER OR OTHER INTERMEDIARY.
THIS PARAGRAPH 20 SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT AND/OR THE CLOSING AND DELIVERY OF THE
DEED.
21.
CONDITION OF
PREMISES.
(A)
NO WARRANTIES.
THE ENTIRE AGREEMENT BETWEEN THE SELLER AND
BUYER WITH RESPECT TO THE PROPERTY AND THE SALE THEREOF IS EXPRESSLY SET FORTH
IN THIS AGREEMENT.
THE PARTIES ARE NOT BOUND BY ANY