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<br />creditor protection statute, and has not been threatened by creditors with an involuntary <br />application of any applicable bankruptcy or creditor protection statute. <br />The truth and accuracy of each of the representations and warranties, and the <br />performance of all covenants of City contained in this Agreement are conditions precedent to <br />Seller’s obligation to proceed with the Closing hereunder. <br />8. CITY’S REMEDIES In the event of a breach or default under this <br />Agreement by Seller, if such breach or default occurs prior to Close of Escrow, City reserves the <br />right to either (a) seek specific performance from Seller or (b) to do any of the following: (i) to <br />waive the breach or default and proceed to close as provided herein; (ii) to extend the time for <br />performance and the Closing Date until Seller is able to perform; or (iii) to terminate this <br />Agreement upon written notice to Seller, whereupon Seller shall cause Escrow Holder to return <br />to City any and all sums placed into the Escrow by City, and City shall be entitled to recover <br />damages, in addition to any amounts recovered by City pursuant to Section 11.1 herein, and <br />except for the rights and obligations expressly provided to survive termination of this <br />Agreement, neither party shall have any further obligations or liabilities hereunder. <br />9. BROKERS. Each party represents to the other that no real estate broker <br />has been involved in the procurement or negotiation of this Agreement and that such party has <br />not incurred any obligation to pay any real estate brokerage commission or finder’s fee in <br />connection with this transaction. Each party shall indemnify, hold harmless and defend the other <br />from any and all claims, actions and liability for any breach of the preceding sentence, and any <br />commission, finder’s fee, or similar charges arising out of that party’s conduct. <br />10. ASSIGNMENT. Absent an express signed written agreement between the <br />Parties to the contrary, neither Seller nor City may assign its rights or delegate its duties under <br />this Agreement without the express written consent of the other, which consent may be withheld <br />for any reason. No permitted assignment of any of the rights or obligations under this <br />Agreement shall result in a novation or in any other way release the assignor from its obligations <br />under this Agreement. <br />11. MISCELLANEOUS. <br />11.1 Attorneys’ Fees. If any party employs counsel to enforce or <br />interpret this Agreement, including the commencement of any legal proceeding whatsoever <br />(including insolvency, bankruptcy, arbitration, mediation, declaratory relief or other litigation), <br />the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs <br />(including the service of process, filing fees, court and court reporter costs, investigative fees, <br />expert witness fees, and the costs of any bonds, whether taxable or not) and shall include the <br />right to recover such fees and costs incurred in any appeal and/or efforts to collect or otherwise <br />enforce any judgment in its favor in addition to any other remedy it may obtain or be awarded. <br />Any judgment or final order issued in any legal proceeding shall include reimbursement for all <br />such attorneys’ fees and costs. In any legal proceeding, the “prevailing party” shall mean the <br />party determined by the court to most nearly prevail and not necessarily the party in whose favor <br />a judgement is rendered. <br /> - 8 -