FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE
LIQUIDATED DAMAGES TO SELLER.
(b) IF ANY WARRANTY OR REPRESENTATION OF SELLER MADE HEREIN (AS MAY HAVE BEEN
MODIFIED BY ANY FACTS AND CIRCUMSTANCES THAT CHANGE BETWEEN THE EFFECTIVE DATE
AND THE CLOSING DATE AND WHICH ARE DISCLOSED IN WRITING TO OR DISCOVERED BY
PURCHASER) SHALL PROVE UNTRUE IN ANY MATERIAL RESPECT OR IF SELLER SHALL FAIL TO
PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT ON OR PRIOR TO THE DATE FOR
PERFORMANCE PROVIDED HEREIN, THEN PURCHASER SHALL GIVE SELLER WRITTEN NOTICE
THEREOF AND A PERIOD OF FIVE (5) BUSINESS DAYS AFTER SUCH NOTICE TO CURE AND IF
SELLER DOES NOT CURE WITHIN SAID PERIOD THEN PURCHASER'S SOLE AND EXCLUSIVE
REMEDY (WHETHER AT LAW OR IN EQUITY) SHALL BE TO ELECT TO EITHER (A) SEEK
SPECIFIC PERFORMANCE OF SELLER'S DUTIES HEREUNDER; OR (B) TERMINATE THIS
AGREEMENT, IN WHICH EVENT PURCHASER (1) SHALL RECEIVE A RETURN OF THE DEPOSIT
AND (2) SELLER SHALL REIMBURSE PURCHASER FOR ALL REASONABLE OUT OF POCKET
EXPENSES INCURRED BY PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT, WHEREUPON THIS AGREEMENT SHALL BE TERMINATED, AND NEITHER
PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS UNDER IT EXCEPT AS EXPRESSLY
PROVIDED HEREIN.
21. Casualty; Condemnation. If any portion of the Property is damaged by fire or
other casualty or becomes the subject of a condemnation proceeding affecting the
Property on or prior to the Closing Date and the cost to repair such damage is
in excess of, or the portion of the Property taken has a fair market value in
excess of, two hundred thousand dollars ($200,000) (the "Floor"), Purchaser will
have the right to terminate this Agreement and receive a return of the Deposit
if it so notifies Seller in writing not later than the first to occur of (a) ten
(10) days after it is notified in writing of such casualty or condemnation
proceeding or (b) the Closing Date. Seller shall promptly notify Purchaser in
writing of a casualty or condemnation affecting the Property. If a casualty
occurs within the thirty (30) days prior to the date of the scheduled Closing,
the Closing Date may, at the election of Purchaser, be postponed for up to
thirty (30) days, during which time the Purchaser shall deliver to Seller
written notice of Purchaser's election to either terminate the Agreement or
close the transaction. If Purchaser fails to provide such written notice, the
Closing will occur on the thirtieth (30th) day following the date that the
transaction was originally scheduled to close.
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(a) Credit for Casualty.
(i) If the amount required to repair the damages resulting from a casualty are
less than or equal to the Floor, then Seller shall credit against the Purchase
Price an amount equal to (i) the net proceeds, if any, received by Seller from
any casualty insurance policy applicable to such casualty, less (ii) the costs
and expenses paid or incurred by such Seller in rebuilding, restoring or
otherwise correcting the