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13. Casualty: Condemnation. If all or any part of the Property is substantially damaged by fire, <br />casualty, the elements, or any other cause, Seller immediately shall give written notice to <br />Buyer, and Buyer shall have the right to terminate this Agreement by giving written notice <br />within thirty (30) days after Buyer receives written notice from Seller of the same. If Buyer <br />shall fail to give notice of termination, then the parties shall proceed to Closing and Seller <br />shall assign to Buyer all rights to insurance proceeds resulting from such event. If eminent <br />domain proceedings are threatened or commenced against all or any portion of the <br />Property, Seller immediately shall give written notice to Buyer, and Buyer shall have the <br />right to terminate this Agreement by giving written notice within thirty (30) days after <br />Buyer receives written notice from Seller of the same. If Buyer shall fail to give notice of <br />termination, then the parties shall proceed to Closing and Seller shall assign to Buyer all <br />rights to appear in and receive any award from such proceedings. <br />14. Remedies. <br />14.1 If Buyer defaults in its obligation to proceed to the Closing in accordance with the <br />terms of this Agreement and fails to cure such default within ten (10) days after <br />being notified in writing thereof, Seller shall be entitled, as its sole and exclusive <br />remedy, to terminate this Agreement and to retain the Earnest Money as liquidated <br />damages. The parties agree that in the event of default by Buyer, subject to the <br />expiration of the cure period above, Seller's damages will be difficult or impractical <br />to ascertain and the Earnest Money will be deemed to constitute a reasonable <br />estimate of Seller's damages and shall not be deemed to constitute a forfeiture or <br />penalty. Seller shall not have the right to recover any other damages of any kind <br />from Buyer or to obtain other equitable adjustment to the terms of the sale of the <br />Property. <br />14.2 If Seller defaults on any of its material obligations under this Agreement and fails <br />to cure such default within ten (10) days after receiving written notice thereof, <br />Buyer shall be entitled to exercise any remedies available to Buyer at law or equity <br />for a default by Seller hereunder including, without limitation, (i) the immediate <br />return of the Earnest Money, (ii) to apply for and to receive from a court of <br />competent jurisdiction equitable relief by way of specific performance to enforce <br />Seller's performance of the terms of this Agreement, and/or (iii) to seek and recover <br />from Seller damages for nonperformance of this Agreement for all of Buyer's out- <br />of-pocket costs and fees, including without limitation, reasonable attorneys' fees, <br />accountants' fees and other consultants' fees incurred by Buyer in preparing and <br />negotiating this Agreement, preparing for the Closing, obtaining financing <br />commitments, investigating the status, title and condition of the Property, and other <br />similar and reasonable costs and expenses. <br />14.3 If either party hereto shall bring suit against the other to enforce the terms of this <br />Agreement, the losing party shall pay to the prevailing party the prevailing party's <br />cost and expenses (including, without limitation, reasonable attorneys' fees and <br />costs) incurred in enforcing such prevailing party's rights under this Agreement. <br />15. Miscellaneous. <br />US.106153450.02 <br />