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For more information visit our privacy policy.City’s Remedies In addition to any other remedies the City may have upon Developer and/or Developer’s contractor for the failure to provide and maintain insurance or policy endorsements to the extent and within the time required, the City shall have the right, to order Developer to stop work, and/or withhold any payment(s), which become due until Developer and/or Developer’s contractor demonstrates compliance with the requirements.
Contractor’s Remedies If the State is in breach of any provision of this Participating Addendum and does not cure such breach, Contractor, following the notice and cure period in §13 and the dispute resolution process in §15 shall have all remedies available at law and equity. If a Purchasing Entity is in breach of a provision of an Order, Contractor shall have all remedies available to it under that Order and available at law and equity.
Buyer’s Remedies (a) If Seller breaches this Agreement prior to the Closing for any reason except failure by Buyer to perform its obligations, or if prior to Closing any one or more of Seller’s representations or warranties are breached in any material respect, Buyer shall elect, as its sole remedy, either to (i) terminate this Agreement by giving notice to Seller of such election prior to or at Closing, whereupon the Deposit shall be returned to Buyer and Seller shall reimburse Buyer for Buyer’s out-of-pocket costs incurred in connection with the negotiation and performance under this Agreement, but not in excess of One Hundred Thousand Dollars ($100,000); or (ii) waive such breach and proceed to Closing; or (iii) pursue the remedy of specific performance. Notwithstanding anything herein to the contrary, Buyer shall be deemed to have elected to terminate this Agreement if as a result of Seller’s breach Buyer does not proceed to Closing and thereafter fails to give Seller notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ninety (90) days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within ninety (90) days following the scheduled Closing Date. Buyer’s remedies shall be limited to those described in this Section 7.2. Nothing contained in the foregoing shall serve to waive or otherwise limit Buyer’s remedies or damages for claims of Buyer against Seller with respect to any obligations of Seller that, by the terms of this Agreement, survive the close of Escrow or any termination of this Agreement before the Closing or impair buyer’s rights to obtain from Seller all costs and expenses of enforcing this Agreement. IN NO EVENT SHALL SELLER’S MEMBERS OR ITS OR THEIR DIRECT OR INDIRECT MEMBERS, PARTNERS, SHAREHOLDERS OR AFFILIATES, ANY OFFICER, MANAGER, MEMBER, DIRECTOR, EMPLOYEE, OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. (b) To secure its liabilities and obligations under this Agreement and the documents executed by Seller as contemplated in this Agreement, Seller shall deposit Five Million Dollars ($5,000,000) in an escrow (the “Damages Escrow”) with the Title Company at the Closing. The instructions to the Title Company regarding the Damages Escrow shall provide that all funds therein shall be disbursed to Seller two hundred seventy (270) days following the Closing Date (the “Termination Date”) unless prior to such date, Buyer has given notice to Seller and the Title Company that Buyer has a claim against Seller under this Agreement or any document executed by Seller in connection with this Agreement, specifying the basis for such claim and the amount thereof, in which event the amount of such claim, plus ten percent (10 %) thereof, shall remain in the Damages Escrow as of the Termination Date until such time as Buyer’s claim has been resolved, either by a decision in arbitration or a judgment in litigation or mutual agreement of the parties and any amount then remaining in the Damages Escrow shall be disbursed to Seller. All interest accruing in the Damages Escrow shall belong to, and be payable currently to, Seller.