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contract or agreement to which Buyer is at present a party or by which Buyer is bound; <br />and <br />(c) No other action by Buyer is requisite to the valid and binding <br />execution, delivery and performance of this Agreement, except as otherwise expressly <br />set forth herein. <br />4. ACKNOWLEDGEMENT OF FULL BENEFITS <br />By execution of this Agreement, Seller hereby acknowledges that this Agreement <br />provides full payment for the acquisition of the Property by Buyer, and Seller hereby <br />expressly and unconditionally waives any claim for damages, interest, loss of goodwill, <br />severance damages, or any other compensation or benefits other than as already <br />expressly provided for in this Agreement, it being understood that this is a complete and <br />full settlement of all acquisition claims, liabilities, or benefits of any type or nature <br />whatsoever relating to or in connection with the acquisition of the Property. <br />C7AdiIAQ1:11 <br />If Seller defaults under this Agreement, then Buyer may either: (i) terminate this <br />Agreement by written notice to Seller, whereupon the Escrow Deposit (less the <br />Independent Consideration) shall be immediately returned by the Escrow Holder to <br />Buyer, and this Agreement and the obligations of the parties hereunder shall terminate <br />(other than those obligations that expressly survive a termination of this Agreement); or <br />(ii) bring an action for specific performance of this Agreement. If Buyer defaults under <br />this Agreement, and such default is not cured within thirty (30) days following the date of <br />Seller's written notice of default to Buyer, then Seller may, as Seller's sole and exclusive <br />remedy under this Agreement by reason of such default, terminate this Agreement by <br />written notice to Buyer, whereupon the obligations of the parties hereunder shall <br />terminate (other than those obligations that expressly survive a termination of this <br />Agreement) and the Escrow Deposit shall be delivered to Seller as full compensation <br />and liquidated damages under and in connection with this Agreement, and in such <br />event, Buyer shall not be liable to Seller for monetary damages except for full payment <br />of the amount of the Escrow Deposit due at the time of termination and forfeiture of said <br />Escrow Deposit to the Seller. <br />6. RIGHT OF POSSESSION <br />Seller hereby grants Buyer and its representatives, agents, consultants and <br />contractors, physical and legal possession of the Property effective as of the Close of <br />Escrow. <br />ln�GF96YK67►1QIIEel ►1 <br />Buyer shall rely solely and exclusively upon the results of its Due Diligence <br />Investigations of the Property with regard to any physical condition or state of the <br />City of Santa Ana RFP 19-026 <br />Attachment 4 <br />