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{ <br />14. DEFAULT. <br />14.1 BY SHELL IF THE SALE AND PURCHASE CONTEMPLATED BY THIS <br />AGREEMENT IS NOT CONSUMMATED BECAUSE OF SHELL'S DEFAULT, SELLER <br />SHALL RETAIN THE CONSIDERATION PAID FOR THE OPTION AND ANY <br />EXTENSION THEREOF AS FULL LIQUIDATED DAMAGES FOR SUCH DEFAULT <br />OF SHELL, ESCROW AGENT SHALL RETURN ANY DEPOSITS MADE WITH IT BY <br />EITHER PARTY AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR <br />OBLIGATIONS HEREUNDER. THE PARTIES HERETO ACKNOWLEDGE THAT IT IS <br />IMPOSSIBLE MORE PRECISELY TO ESTIMATE THE DAMAGES TO BE SUFFERED <br />BY SELLER UPON SHELL'S DEFAULT, AND THE PARTIES EXPRESSLY <br />ACKNOWLEDGE THAT RETENTION OF THE CONSIDERATION PAID FOR THE <br />OPTION IS INTENDED NOT AS A PENALTY BUT AS FULL LIQUIDATED <br />DAMAGES. SELLER'S RIGHT TO RETAIN THE CONSIDERATION PAID FOR THE <br />OPTION AS FULL LIQUIDATED DAMAGES SELLER'S SOLE AND EXCLUSIVE <br />REMEDY IN THE EVENT DEFAULT HEREUNDER BY SHELL; AND IN <br />CONSIDERATION OF ITS RETENTION OF THE CONSIDERATION PAID FOR THE <br />OPTION, SELLER HEREBY WAIVES AND RELEASES ANY RIGHT TO AND <br />HEREBY COVENANTS THAT IT SHALL NOT (A) SUE SHELL FOR SPECIFIC <br />PERFORMANCE OF THIS AGREEMENT OR (B) CLAIM THAT SELLER'S ACTUAL <br />DAMAGES EXCEED THE CONSIDERATION PAID FOR THE OPTION. IN THE <br />EVENT THAT SALE AND PURCHASE CONTEMPLATED BY THIS AGREEMENT IS <br />NOT CONSUMMATED BECAUSE OF SHELL'S DEFAULT, SHELL HEREBY WAIVES <br />AND RELEASES ANY RIGHT TO AND HEREBY COVENANTS THAT IT SHALL NOT <br />SUE SELLER TO RECOVER THE CONSIDERATION PAID FOR THE OPTION OR <br />ANY PART THEREOF ON THE GROUND THAT IT IS UNREASONABLE IN <br />AMOUNT OR THAT ITS RETENTION BY SELLER IS A PENALTY AND NOT <br />AGREED UPON AS REASONABLE LIQUIDATED DAMAGES. <br />Seller Shell <br />Whitehurst <br />14.2 BY SELLER, IF THE SALE AND PURCHASE CONTEMPLATED BY <br />THIS AGREEMENT IS NOT CONSUMMATED BECAUSE OF SELLER'S DEFAULT, <br />SHELL SHALL ELECT AS SHELL'S REMEDY: (A) TO WITHDRAW FROM THIS <br />TRANSACTION IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 10 <br />HEREOF; OR (B) TO SEEK AND OBTAIN SPECIFIC PERFORMANCE OF THIS <br />AGREEMENT. <br />15. AGENTS AND COMMISSIONS. Any and all brokerage commissions shall <br />be the responsibility of the Seller. By separate agreement by and between the City of San <br />Leandro and Meacham/Oppenheimer, Inc. Seller shall pay Meacham/ Oppenheimer, Inc. a <br />brokerage fee at the close of escrow for professional services rendered. <br />Option Agreement <br />Page 8 of 10 <br />