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<br />merged or waived by the instruments of Closing, but shall survive the Close of Escrow and <br />delivery of the Grant Deed in accordance with the terms of this Agreement. <br /> <br />12. REMEDIES FOR DEFAULT <br /> <br />12.1 In the event of a material breach by SELLER of its obligations under this Agreement, in <br />addition to AGENCY's right to terminate this Agreement, AGENCY shall have the right to <br />pursue any and all remedies which it is otherwise entitled to at law or in equity, including <br />without limitation, specific performance, subject to Section 13 below. <br /> <br />12.2 In the event of a material breach by AGENCY of its obligations under this Agreement, in <br />addition to SELLER's right to terminate this Agreement, SELLER shall be entitled to pursue any <br />and all remedies to which it is otherwise entitled at law or in equity. <br /> <br />13. EXERCISE OF EMINENT DOMAIN <br /> <br />If the purchase and sale of the Property hereunder is not completed or this Agreement is <br />terminated for any reason other than a Seller Event of Default, AGENCY shall not condemn all <br />or any part of the Property or otherwise exercise its power of eminent domain against SELLER <br />or the Property. AGENCY acknowledges and agrees that this Section 13 is a material part of the <br />consideration for SELLER in entering into this Agreement and shall survive the termination of <br />this Agreement. <br /> <br />14. INDEMNIFICATION <br /> <br />In addition to any other remedies that may be provided AGENCY by law, SELLER <br />hereby agrees to indemnify, defend and hold harmless AGENCY and AGENCY's Agents from <br />and against any and all claims, demands, liabilities, liens, costs, expenses, penalties, damages <br />and losses, suffered by AGENCY or AGENCY's Agents as a direct or indirect result of any or all <br />of the following: <br /> <br />A. Any misrepresentation made by SELLER in Section 10.1 of this Agreement. <br />B. Any misrepresentation in Seller's Documents of which SELLER had actual <br />knowledge prior to the Close of Escrow, and which is not disclosed to AGENCY as New <br />Information under Section 10.1 above. <br />C. Any obligations, liabilities, or claims arising from or in any way related to a claim by any <br />third party for personal injuries sustained on the Property during the period of time in which the <br />Property was owned by SELLER. <br />D. The indemnification obligations of SELLER set forth in this Section and otherwise in this <br />Agreement shall survive termination of this Agreement or Close of Escrow and recordation of <br />the Grant Deed, but shall not be of any force and effect in the event of SELLER's negligence or <br />misconduct. <br /> <br />In addition to any other remedies that may be provided SELLER by law, AGENCY <br />hereby agrees to indemnify, defend and hold harmless SELLER and Seller's Agents from and <br />against any and all claims, demands, liabilities, liens, costs, expenses, penalties, damages and <br /> <br />15 <br />