including but not limited to a competing timeshare project and/or a
competing timeshare developer; and the Sales Center Lease shall be terminated;
and
(3)
THE TIMESHARE PROPERTY, OR APPLICABLE
PORTION (SEE SECTION 9(G) ABOVE), SHALL REVERT TO SELLER, AND DEVELOPER SHALL
EXECUTE, SEAL, ACKNOWLEDGE AND DELIVER SUCH INSTRUMENTS OF CONVEYANCE AND SUCH
OTHER DOCUMENTS AND AGREEMENTS AS MAY BE NECESSARY OR APPROPRIATE TO COMPLETE
SAID REVERTER AND VEST IN SELLER GOOD AND MARKETABLE FEE SIMPLE TITLE TO ALL OF
THE TIMESHARE PROPERTY (OR APPLICABLE PORTION), REAL, PERSONAL AND MIXED, AND TO
RELIEVE DEVELOPER TO THE EXTENT APPLICABLE OF LIABILITY TO SELLER UNDER THE
TIMESHARE DEVELOPMENT DOCUMENTS WITH RESPECT TO THE REVERSION PROPERTY; AND
(4)
IF REQUESTED BY SELLER, DEVELOPER WILL
TRANSFER TO SELLER (OR ITS DESIGNEE) ALL DESIGN INFORMATION AND OTHER WORK
PRODUCT RELATED TO THE CONSTRUCTION OF THE TIMESHARE PROJECT OTHER THAN
INFORMATION PROPRIETARY TO DEVELOPER'S TIMESHARE BUSINESS; AND
(5)
SUBJECT TO ANY APPLICABLE DUTY TO MITIGATE,
SELLER SHALL BE ENTITLED TO SUCH OTHER REMEDIES AS MAY BE AVAILABLE HEREUNDER
AND/OR AT LAW AND/OR IN EQUITY.
58
ANY DESIGN INFORMATION OR OTHER WORK PRODUCT TRANSFERRED TO SELLER SHALL BE USED
BY SELLER ONLY IN CONNECTION WITH THE TIMESHARE PROJECT ON THE TIMESHARE
PROPERTY.
(E)
OTHER.
THE RIGHTS AND REMEDIES PROVIDED IN
THE PRECEDING SUBSECTIONS OF THIS SECTION SHALL BE THE SOLE AND EXCLUSIVE RIGHTS
AND REMEDIES OF THE PARTIES HERETO WITH RESPECT TO THE BREACHES IDENTIFIED
THEREIN.
NOTHING HEREIN CONTAINED, HOWEVER, SHALL BE DEEMED TO LIMIT ANY RIGHTS
OR REMEDIES OF THE PARTIES FOLLOWING THE CLOSING FOR ANY MISREPRESENTATION,
BREACH OF COVENANT, BREACH OF WARRANTY OR OTHER MATTER THEREAFTER ASSERTED BY
THE PARTIES HERETO.
EACH OF THE PARTIES ACKNOWLEDGES THAT THE REMEDIES STATED
HEREIN HAVE BEEN NEGOTIATED AND PROVIDE MUTUAL, SATISFACTORY AND ADEQUATE AND
PROPER COMPENSATION AND CONSIDERATION TO EACH OF THE PARTIES AND THAT SUCH
REMEDIES TAKE INTO ACCOUNT THE PECULIAR RISKS OF EACH OF THE PARTIES.
EACH
PARTY WAIVES ANY RIGHT TO ASSERT THE DEFENSE OF LACK OF MUTUALITY OF REMEDY.
ANY AND ALL REMEDIES PROVIDED FOR HEREIN AND/OR AVAILABLE AT LAW OR IN EQUITY
SHALL SURVIVE CLOSING HEREUNDER.
(F)
REVERSION.
NOTWITHSTANDING ANYTHING
CONTAINED IN THIS AGREEMENT TO THE CONTRARY, ONCE A REVERSION AS SET FORTH IN
THIS AGREEMENT HAS OCCURRED, AND EXCEPT WITH RESPECT TO THE DEVELOPER'S
POTENTIAL LIABILITY FOR LIQUIDATED DAMAGES AS SET FORTH IN SUBSECTION (C) ABOVE,
ANY REMEDIES AVAILABLE TO SELLER HEREUNDER OR UNDER OTHER APPLICABLE TIMESHARE
AGREEMENTS, OR AT LAW OR IN EQUITY, SHALL BE LIMITED TO REMEDIES PERTINENT TO
ONLY THE PORTION OF THE TIMESHARE PROJECT AS TO WHICH THE POSSIBILITY OF
REVERSION HAS TERMINATED.
27.
Notices.
All notices hereunder shall be in
writing and sent to the recipients thereof through the use of any one of (a) a
recognized national commercial delivery service providing regular overnight
delivery service, (b) hand delivery or (c) certified mail, return receipt
requested, and shall be deemed properly delivered when and if delivered to the
recipient's office by any of such service, as evidenced