Agenda - Council - 10/12/2010 - Laserfiche WebLink

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15. DEFAULT. If either party defaults in the performance of any obligation under this Agreement, the non - defaulting party may, after a five (5) day written notice to the defaulting party, suspend performance of its obligations under this Agreement and the rights of the non- defaulting party are as follows: a. BUYER'S Default. If BUYER defaults in the performance of any of the BUYER'S obligations under this Agreement, SELLER shall have the following rights: (i) Except as set forth at (ii) below, if BUYER defaults in the performance of any of BUYER'S obligations under this Agreement, SELLER'S sole and exclusive right shall be to seek a Cancellation of Purchase Agreement. (ii) If BUYER breaches a warranty or representation either before or after closing, SELLER shall have the right to recover direct damages reasonably related to such breach but not incidental or consequential damages or punitive damages. SELLER shall have no right to seek rescission of the conveyance. b. SELLER'S Default, If SELLER defaults in the performance of any of the SELLER'S obligations under this Agreement, BUYER shall have the following rights: (i) Except as set forth at (ii) below, if SELLER defaults in the performance of any of SELLER'S obligations under this Agreement, BUYER'S sole and exclusive right shall be to seek a Cancellation of Purchase Agreement. (ii) If SELLER breaches a warranty or representation either before or after closing, BUYER shall have the right - to recover direct damages reasonably related to such breach but not incidental or consequential damages or punitive damages. BUYER shall have no right to seek rescission of the conveyance. Should SELLER notify BUYER that SELLER will not cure a noticed objection, BUYER shall then have ten (10) days from the receipt of such notice from SELLER to notify SELLER of BUYER'S election to either terminate this Agreement or to waive the objection and proceed to Closing. . 16. NOTICES. All notices required herein shall be in writing and delivered personally or mailed or sent by a nationally recognized delivery service to the address as shown above and, if mailed or sent by a nationally recognized delivery service, are effective as of the date of mailing.