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6.2 In addition h] the <br /> representations, warranties and covenants of Buyer contained in other sections of this <br /> Agreement, Buyer hereby represents, warrants and covenants toSeller that the statements <br /> below inthis Section 6.5 are each true asofthe Effective Date, and, iftoBuyer's actual <br /> knowledge any such statement becomes untrue prior to Closing, Buyer shall so notify Seller in <br /> writing and if Buyer cannot cause any such representation to be true prior to the Close of <br /> Escrow, Seller shall have at least three (3) business days thereafter to determine if Seller <br /> wishes to proceed with Closing. <br /> (a) Buyer is a California Corporation,. Buyer has the full riQht, <br /> oapacity, power and authority to enter into and carry out the terms ofthis Agreement. This <br /> Agreement has been duly executed by Buyer' and upon delivery to and execution by Seller shall <br /> baavalid and binding agreement UfBuyer. <br /> /b\ Buyer isnot bankrupt o[insolvent under any applicable <br /> federal or state standard' has not filed for protection orrelief under any applicable bankruptcy or <br /> creditor protection statute, and has not been threatened bycreditors With an involuntary <br /> application of any applicable bankruptcy nrcreditor protection statute. <br /> The truth and accuracy of each of the representations and warranties, and the <br /> performance of all covenants of Buyer contained in this Agreement are conditions precedent to <br /> Seller's obligation toproceed with the Closing hereunder. <br /> 7. REMEDIES |nthe event ofebreach Drdefault under this Agreement hy <br /> Se||er, if such breach or default occurs prior to Close of Escrow, or if at any time there is a <br /> failure of Buyer Conditions Precedent, Buyer reserves the right to either(@) seek specific <br /> performance from Seller or (h) to do any of the following: (i) to waive the breach or default and <br /> proceed to close as provided herein; (ii) to extend the time for performance and the Closing <br /> [}ate until Seller is able to per-form; or(iii) toterminate this Agreement upon written notice to <br /> Seller, whereupon Seller shall cause Escrow Holder to return to Buyer any and all sums <br /> (including all Deposits) placed into the Escrow by Buyer, and except for the rights and <br /> obligations expressly provided to survive termination of this Agreement, neither party shall have <br /> any further obligations or liabilities hereunder. IN THE EVENT OF A BREACH OR DEFAULT <br /> HEREUNDER BYBUYER AND THE CLOSING DOES NOT OCCUR DUE T{} SUCH <br /> DEFAULT, SELLER'S SOLE REMEDY SHALL BET(3RETAIN $1O0,ODOOFTHE DEPOSITS <br /> AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IN SUCH INSTANCE, $100,000 <br /> {}FTHE DEPOSITS REPRESENT AREASONABLE APPROXIMATION (}FSELLER'S <br /> $1O0.QOD [JFDAMAGES AND ARE NOT INTENDED 8SAFORFEITURE {}RPENALTY BUT <br /> RATHER ANENFORCEABLE LIQUIDATED DAMAGES PROVISION PURSUANT T{) <br /> CALIFORNIA CIVIL CODE SECTION 1O71' ETSEQ. |NNDEVENT SHALL EITHER PARTY <br /> BEENT|TLEDT(] LOST PROFITS DRCONSEQUENTIAL DAMAGES8SARESULT DFTHE <br /> OTHER PARTY'S BREACH UFTHIS AGREEMENT. <br /> Buye�� |nitia|a Seller's Initials <br /> 8. BROKERS. Seller has appointed Jones Lang LaSalle ("Brokeelaa <br /> Seller's exclusive agent with respect to sale Ofthe Property. Seller shall pay all fe8Sdue Broker <br /> in connection with the sale of the Property. Buyer represents that no real estate broker has been <br /> retained byBuyer iDthe procurement Ofthe Property 0rnegotiation ofthis Agreement. Buyer <br /> Gh@|| indemnify, hold harmless and defend Seller,from any and all C|ai[OS, actions and liability for <br /> 2870353.2 <br /> 7 <br />