Stamps.com 2011 Annual Report Download - page 100

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Buyer shall promptly, upon its receipt thereof, deliver to Seller, at no cost or expense to Seller, a copy of all tests, reports, analysis and
the like, excluding financial analysis, obtained and/or prepared for Buyer in connection with Buyer’
s inspection of the Property pursuant to the
provisions of this Paragraph 14 .
Buyer hereby indemnifies, defends and holds the Seller and its officers, members, directors, shareholders,
participants, and affiliates free and harmless from and against any and all claims, costs, losses, liabilities, damages and expenses arising out of or
resulting from such entry by Buyer, its agents, consultants, contractors and subcontractors; provided, however, that such indemnification
obligations shall not include any claims, costs, losses, liabilities, damages or expenses to the extent the same arise out of (i) Seller’
s sole acts or
omissions or negligence or intentional misconduct or (ii) the discovery of a pre-
existing condition on or about the Property. Additionally, Buyer
shall immediately, at its sole cost and expense, repair any and all damage arising out of or resulting from such entry and any acts or omissions by
Buyer, its agents, employees, consultants, contractors and subcontractors, and shall immediately, at its sole cost and expense, restore the
Property to the condition that existed immediately prior to such entry by Buyer, its agents, employees, consultants, contractors and
subcontractors (ordinary wear and tear excepted). Buyer shall keep the Property free and clear of any mechanics' liens or materialmen's liens
related to Buyer's inspection and the other activities contemplated in this Paragraph 14 .
. All of Buyer's obligations set forth in this
Paragraph 14
shall survive the Close of Escrow and shall not be merged with the Deed, and shall survive the termination of this Agreement and
Escrow prior to the Close of Escrow, and shall not be limited by any provision of this Agreement.
15. Enforcement and Legal Fees .
15.1 BUYER'S DEFAULT
. IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS
PROVIDED IN THIS AGREEMENT BY REASON OF ANY DEFAULT OF BUYER WHICH IS NOT CURED WITHIN THREE (3)
BUSINESS DAYS OF NOTICE OF DEFAULT, SELLER'S SOLE REMEDY (EXCEPT AS PROVIDED BELOW) SHALL BE TO
TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES AND SELLER SHALL BE RELEASED
FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER. BUYER AND SELLER AGREE THAT IT WOULD BE
IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER IN THE EVENT
BUYER DEFAULTS HEREUNDER AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN
PROVIDED. BUYER AND SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF THE NET DETRIMENT
THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER'S DEFAULT OR BREACH HEREUNDER IS AN AMOUNT OF MONEY
EQUAL TO THE DEPOSIT WHICH SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES. THE PARTIES
ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY
WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE
LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE
FOREGOING SHALL NOT LIMIT SELLER'S REMEDIES WITH RESPECT TO BUYER'S OBLIGATIONS UNDER
PARAGRAPHS 14
AND 17 OF THIS AGREEMENT OR THE ATTORNEYS' FEES PROVISION SET FORTH IN PARAGRAPH 18 BELOW.
SELLER'S INITIALS
BUYER'S INITIALS
21