Purc Sale Agmt Sansome Pacific Amdt 2

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(b) Buyer is not bankrupt or insolvent under any applicable federal or state standard, has not filed for protection or relief under any applicable bankruptcy or creditor protection statute, and has not been threatened by creditors with an involuntary application of any applicable bankruptcy or creditor protection statute. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Buyer contained in this Agreement are conditions precedent to Seller' obligation to proceed with the Closing hereunder. 7. DEFAULT, REMEDIES, TERMINATION. 7.1. Failure of Condition. Should the conditions set forth in Section 5.2 of this Agreement not be satisfied on or prior to the Closing Date, or upon breach by Seller of any of its obligations hereunder, or upon the inaccuracy of any of Seller's representations in Section 6.1, Buyer shall (i) have the right to terminate this Agreement, in which case the Deposit shall be refunded to Buyer; or (ii) seek specific performance from Seller, in which case Buyer shall have the right to recover from Seller its actual expenses (including legal fees) incurred in securing Seller's performance. 7.2. Condemnation and Casualty. If before the Closing, either party receives notice of any condemnation or eminent domain proceeding, any proceeding in lieu of condemnation being initiated against the Property, or the damage or destruction of all or a part of the improvements located at the Property, the party receiving the notice shall promptly notify the other party in writing of that fact. Buyer may elect to either proceed with the sale of the Property or to terminate this Agreement within thirty (30) days from the date that the notice is received. If Buyer elects to proceed with the sale of the Property, then Buyer may, solely at its own discretion, accelerate the Closing to any time prior to the closing date set forth hereinabove. If Buyer proceeds with the purchase in accordance with the terms of this Agreement, all condemnation and insurance proceeds shall be paid to Buyer. If any proceeds have not been collected as of the closing, then all rights to those proceeds shall be assigned to Buyer at the closing. 7.3. Adjacent Purchase Agreement. Notwithstanding anything to the contrary contained herein, in the event of a breach or default by Adjacent Seller under the Adjacent Purchase Agreement, Buyer may elect, in its sole discretion, to proceed as follows: (i) terminate this Agreement and the Adjacent Purchase Agreement; (ii) waive the default, if such default can be waived, and proceed with Closing under this Agreement and the Adjacent Purchase Agreement; (iii) proceed with Closing under this Agreement and terminate the Adjacent Purchase Agreement; (iv) proceed with Closing under this Agreement and pursue a specific performance action against Adjacent Seller under the Adjacent Purchase Agreement, if appropriate; or (v) extend the Closing of this Agreement, at no additional cost to Buyer and no additional deposits thereafter required of Buyer, until resolution of a specific performance action against Adjacent Seller under the Adjacent Purchase Agreement, such that this Agreement and the Adjacent Purchase Agreement close simultaneously. In the event Buyer elects to proceed under subsection (v) of the preceding sentence, then (a) Buyer shall bring such specific performance action within ninety (90) days after the date of Adjacent Purchaser's breach under the Adjacent Purchase Agreement (as evidenced by written notice of such breach from Buyer), 9