FOREGOING PROVISIONS OF THIS SECTION, THERE SHALL BE NO LIMITATION ON
PURCHASER'S LIABILITIES OR SELLER'S REMEDIES WITH RESPECT TO ANY INDEMNITIES
MADE BY PURCHASER THAT ARE SPECIFICALLY STATED HEREIN TO SURVIVE THE TERMINATION
OF THIS AGREEMENT.
19.2
SELLER'S DEFAULT.
REFERENCE IS HEREBY MADE TO
SECTIONS 20.1 AND 20.2 HEREOF FOR PURCHASER'S EXCLUSIVE REMEDIES IN THE EVENT OF
A BREACH OF REPRESENTATION OR FAILURE TO PERFORM ANY AGREEMENT SET FORTH IN THIS
AGREEMENT ON THE PART OF SELLER.
IF SELLER REFUSES TO DELIVER THE DEED TO
PURCHASER PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, PURCHASER'S SOLE REMEDY
SHALL BE EITHER TO (I) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE
DEPOSIT, INCLUSIVE OF ANY INTEREST ACCRUED THEREON, OR (II) BRING AN ACTION FOR
SPECIFIC PERFORMANCE OF SELLER'S OBLIGATIONS UNDER THIS AGREEMENT, PROVIDED,
HOWEVER, THAT
IF PURCHASER SHALL NOT HAVE COMMENCED AN ACTION FOR SPECIFIC
PERFORMANCE
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WITHIN THIRTY (30) DAYS AFTER THE DATE OF SELLER'S DEFAULT OR ALLEGED DEFAULT,
THEN PURCHASER SHALL BE DEEMED TO HAVE IRREVOCABLY ELECTED TO PROCEED PURSUANT
TO CLAUSE (I) OF THIS SENTENCE.
ARTICLE 20
CONDITIONS; SURVIVAL
20.1
CONDITIONS.
(A)
IF PURCHASER HAS ACTUAL KNOWLEDGE THAT (I) ANY REPRESENTATION OF SELLER
HEREUNDER IS UNTRUE, AS OF THE DATE REPRESENTED, OR (II) SELLER HAS FAILED TO
PERFORM, OBSERVE OR COMPLY WITH ANY COVENANT, AGREEMENT OR CONDITION TO BE
PERFORMED HEREUNDER, PURCHASER SHALL NOTIFY SELLER OF SUCH IN WRITING WITHIN
SEVEN (7) DAYS AFTER DISCOVERY BY PURCHASER.
PURCHASER'S FAILURE TO SO NOTIFY
SELLER NO LATER THAN ONE (1) BUSINESS DAY PRIOR TO THE CLOSING DATE SHALL BE
DEEMED TO CONSTITUTE PURCHASER'S WAIVER OF SAME AS A CONDITION TO CLOSING AND
OTHERWISE.
(b)
In the event that (A) any of Seller's
representations made in Section 3.1 hereof are not true in any material respect
as of the date that such representation was made, or (B) Purchaser has actual
knowledge that any of Seller's representations referred to in clause (A) of this
sentence are untrue as of the date represented, then Purchaser may, as its sole
remedy (whether at law or in equity), all other claims for damages or specific
performances being hereby
expressly waived by Purchaser, elect to terminate
this Agreement, and the sole liability of Seller shall be to return to Purchaser
the Deposit, together with any interest accrued thereon, and thereupon, this
Agreement shall be null and void and the parties hereto shall be relieved of all
further obligations and liability under this Agreement, other than with respect
to those obligations and liabilities which expressly survive the termination of
this Agreement.
20.2
SURVIVAL.
EXCEPT AS SPECIFICALLY SET FORTH TO
THE CONTRARY IN THIS AGREEMENT, NONE OF THE REPRESENTATIONS, WARRANTIES,
COVENANTS, INDEMNITIES, AGREEMENTS, OBLIGATIONS OR COMMITMENTS MADE BY SELLER IN
THIS AGREEMENT SHALL SURVIVE THE CLOSING, THE SAME BEING MERGED IN THE
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CONVEYANCE.
IF SURVIVAL IS HEREIN PROVIDED AND NO TIME SPECIFIED, SUCH MATTER
OR MATTERS SHALL BE THE BASIS FOR A CLAIM AGAINST SELLER ONLY IF ASSERTED IN
WRITING WITHIN SIX (6) MONTHS AFTER