2009 Resolutions - Laserfiche WebLink

Home Browse Search

U> " and performance being of the essence, Seller shall be entitled to retain all payments of the Total Courthouse Cost made by the City to Seller as of the date of such default or breach, declare the full unpaid balance of the Note immediately due and payable, and pursue any other remedy available to Seller at law or in equity, including recovery of attorney's fees and court costs as part of Seller's damages. To the extent that any such failure by the City results from a failure or breach by Seller of Seller's duties to the City under this Agreement, this section shall not apply. The remedies set forth in Sections 11.1 and 11.2 above, are not exclusive, and Seller may take any action permitted by law or equity to remedy the City's failure to close on the purchase of the Property, including, but not limited to, seeking specific performance of the terms of this Agreement. The exercise of anyone remedy by Seller shall not preclude its exercise of any other rights or remedies it may have hereunder or any action permitted by law or equity. Any delay by Seller in instituting or prosecuting any such actions or proceedings or otherwise asserting its right under this Agreement shall not operate as a waiver of such rights or to deprive it of or limit such rights in any way (it being the intent of this provision that Seller should not be constrained so as to avoid the risk of being deprived of or limited in the exercise of the remedies provided hereunder because of concepts of waiver, laches or otherwise to exercise such remedy at a time when it may still hope otherwise to resolve the problems created by the default involved), subject to any application statute of limitations; nor shall any waiver in fact made by Seller with respect to any specific default be construed or treated as a waiver of the rights of Seller with respect to any other default under this Agreement or with respect to that particular default, except to the extent specifically waived in writing. 11.3 By Seller. In the event that Seller shall materially default in the performance of Seller's obligations hereunder for any reason whatsoever other than the City's default and such material default shall be continuing thirty days after issuance of written notice by the City to Seller of the existence of such event of default, then the City shall be entitled to exercise the following remedies, at the City's election: terminate this Agreement by written notice to Seller, in which case the City shall be entitled to a return of all amounts paid to Seller, with interest at 5% from date of payment, less amounts actually and reasonably expended by Seller in the implementation of this Agreement, and seek and obtain specific performance. To the extent that any such failure by Seller results from a failure or breach by the City of the City's duties to Seller under this Agreement, this section shall not apply. The remedies set forth in this section are not exclusive, and the City may take any action permitted by law or equity to remedy the default or defaults of Seller. The exercise of anyone remedy by the City shall not preclude its exercise of any other rights or remedies it may have hereunder or any action permitted at law or in equity. Any delay by the City in instituting or prosecuting any such actions or proceedings or otherwise asserting its right under this Agreement shall not operate as a waiver of such rights or to deprive it of or limit such rights in any way (it being the intent of this provision that the City should not be constrained so as to avoid the risk of being deprived of or limited in the exercise of the remedies provided hereunder because of concepts of waiver, laches or otherwise to exercise such remedy at a time when it may still hope otherwise to resolve the problems created by the default involved), subject to any application statute of limitations; nor shall any waiver in fact made by the City with respect to -22- Draft #4.1