RDA Agmt 2001 Batarse Family Trust UTA

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Leandro or is the subject of a threatened or pending condemnation or eminent domain proceeding initiated by any governmental entity other than the City of San Leandro or the Redevelopment Agency of the City of San Leandro that has not been consummated prior to the Close of Escrow resulting in a decrease in the size of the Property or the value of the Property in excess of THREE HUNDRED THOUSAND DOLLARS ($300,000), Purchaser may elect either to terminate this Agreement upon written notice to Seller and Escrow Agent or to consummate this Agreement, in which event Seller shall assign to Purchaser Seller's rights to all awards for the condemnation or taking, but without the indemnity and guarantee provided in subsection (a) above. If Purchaser elects to terminate this Agreement pursuant to this provision, Escrow Agent shall, within thirty (30) days following receipt of Purchaser's notice, return the Deposit, together with accrued interest, to Purchaser. Upon termination, neither party shall have any further obligations under this Agreement except as otherwise provided in this Agreement. Section 9. Liquidated Damages IF PURCHASER FAILS TO COMPLETE THE PURCHASE PROVIDED FOR IN THIS AGREEMENT BY REASON OF ANY DEFAULT OF PURCHASER, SELLER SHALL BE RELEASED FROM SELLER'S OBLIGATION TO SELL THE PROPERTY TO PURCHASER AND MAY PROCEED AGAINST PURCHASER UPON ANY CLAIM OR REMEDY THAT SELLER MAY HAVE IN LAW OR EQUITY; PROVIDED, HOWEVER, THAT, BY INITIALING THIS SECTION 9 PURCHASER AND SELLER AGREE THAT IN EVENT OF DEFAULT BY PURCHASER, (A) IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES; (B) DOLLARS (ONE-HALF THE SALE PRICE ESTABLISHED IN SECTION 2 ABOVE) SHALL CONSTITUTE LIQUIDATED DAMAGES PAYABLE TO SELLER; (C) THE PAYMENT Of THE LIQUIDATED DAMAGES TO SELLER SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER; (D) SELLER MAY RETAIN THAT PAYMENT ON ACCOUNT OF PURCHASE PRICE FOR THE PROPERTY AS LIQUIDATED DAMAGES; AND (E) PAYMENT OF THOSE SUMS TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. l Insert inifials of Purchaser and Seller.] Section 10. Disclaimer of Representations and Warranties Purchaser and Seller agree that (i) except as specified in this Purchase Agreement, neither Seller nor any agent or representative of Seller has made any representations or warranties regarding the Property, including without limitation any representations orwarranties concerning the Property's physical condition, access, zoning laws, environmental matters, utilities, physical equipment or fixtures on the Property, or any other matter affecting the Property or the use of the Property; and (ii) except for the representations and warranties in this Purchase Agreement, Purchaser has not relied and will not rely on any implied warranties, guaranties, statements, representations, or information about the Property, whether made by Seller or any agents or representatives of Seller. Purchaser has examined the Property, is familiar with its physical or environmental condition and accepts the Property in an "as is" condition. 4 ~~ ,