Nautilus 2000 Annual Report Download - page 89

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(ii)
pursue any remedy available at law or equity for such Purchaser default including without limitation specific performance; or
(iii)
Liquidated Damages. Seller may elect to retain the Earnest Money as Seller's sole remedy as follows: IN THE EVENT
PURCHASER SHALL BE DEEMED TO BE IN DEFAULT HEREUNDER BY VIRTUE OF THE OCCURRENCE OF
ONE OR MORE OF THE EVENTS SPECIFIED IN SECTION 10.1(A), SELLER MAY TERMINATE THIS
AGREEMENT BY WRITTEN NOTICE TO PURCHASER AND ELECT TO RETAIN THE EARNEST MONEY FOR
SUCH DEFAULT, IN WHICH EVENT, SELLER SHALL BE ENTITLED TO RETAIN THE EARNEST MONEY, AND
ANY ACCRUED INTEREST THEREON, AS SELL'S SOLE AND EXCLUSIVE REMEDY, IT BEING AGREED
BETWEEN PURCHASER AND SELLER THAT SUCH SUM SHALL BE LIQUIDATED DAMAGES FOR A DEFAULT
HEREUNDER BECAUSE OF THE DIFFICULTY, INCONVENIENCE AND UNCERTAINTY OF ASCERTAINING
ACTUAL DAMAGES FOR SUCH DEFAULT. PURCHASER AND SELLER HEREBY IRREVOCABLY INSTRUCT
THE TITLE COMPANY TO DISBURSE THE EARNEST MONEY AND ANY ACCRUED INTEREST TO SELLER
UPON RECEIPT OF SELLER'S NOTICE TERMINATING THE AGREEMENT ON ACCOUNT OF PURCHASER'S
DEFAULT WITH ELECTION TO RETAIN THE EARNEST MONEY.
Seller's Initials Purchaser's Initials
10.2 Seller's Defaults.
(a)
Seller's Defaults. Seller shall be deemed to be in default hereunder in the event Seller fails, for a reason other than Purchaser's default
hereunder, to timely meet, comply with, or perform any covenant, agreement or obligation on its part required within the time limits
and in the manner required in this Agreement, or there shall have occurred a material breach of any representation or warranty made by
Seller.
(b)
Purchaser's Remedies. In the event Seller shall be deemed to be in default hereunder by virtue of the occurrence of one or more of
the events specified in Section10.2(a), Purchaser may pursue any remedy available at law or equity for such Seller default.
(c)
Return of Earnest Money. In the event Purchaser terminates this Agreement due to Seller's default in accordance with the terms of
this Agreement, the Earnest Money, and any accrued interest thereon, shall be promptly returned to Purchaser.
ARTICLE 11.
MISCELLANEOUS
11.1 IRC 1031 Exchange. At Seller's request, Purchaser agrees to cooperate in qualifying all or any portion of this transaction as an Internal
Revenue Code Section1031 tax deferred exchange for Seller. Seller agrees to hold Purchaser harmless from any and all claims, costs or other
liability and to indemnify Purchaser for any loss which may arise from Seller's Section1031 tax deferred exchange, including without limitation
any loss arising from the acquisition of the exchange property.
11.2 Assignment of Contract. Except in connection with an assignment to a facilitator for purposes of completing an I.R.C. Section1031
exchange, this Agreement may not be assigned by Purchaser without the prior written consent of the Seller; provided , however, that Seller
hereby consents to any assignment by Purchaser to any affiliate of Purchaser in which Purchaser has a controlling interest or to a limited
partnership in which Purchaser serves as a general partner. In the event
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2002. EDGAR Online, Inc.