SANTA ANA UNIFIED SCHOOL DISTRICT (10)

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6.5.4 Its legal costs and consultants' fees associated with consummating the purchase, 6.6 Failure to Close. If, as a result of no fault of Seller or City, escrow fails to close, City shall pay the Escrow Holder's Cancellation fees and charges. In the event escrow fails to close through the fault of Seller, Seller shall pay any and all cancellation costs incurred as well as other expenses in connection therewith and City shall bear no expense with respect to the same. In the event escrow fails to close through the fault of City, City shall pay any and all cancellation costs incurred as well as other costs and expenses in connection therewith and Seller shall bear no expense with respect to the same. 6.7 Delivery of Property. On Close of Escrow, Seller shall deliver the Property to City in substantially the`same condition except for reasonable wear and tear, as on the Effective Date. MUTUAL INDEMNIFICATION. City and Seiler shall indemnify the other Party and hold it harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorneys'fees, resultingfrom any breach of warranty or breach of covenant made, or in any document, certificate, or exhibit given or delivered to the other pursuant to or in connection with this Agreement, The indemnification provisions of this section "Mutual Indemnification" shall survive the delivery of the Grant Deed and transfer of title or, if title is not transferred pursuant to this Agreement, any termination of this Agreement. 8 DEFAULT 8.1 Default by Seller. In the event that Seller fails to perform any of the material covenants or agreements contained herein which are to be performed by Seller, City may, at its option and as its exclusive remedy, terminate this Agreement by giving written notice of termination to Seller whereupon Escrow Holder will return to City the Deposit and both City and Seller will be relieved of any further obligations or liabilities hereunder, except for those obligations which expressly survive any termination hereof. 8.2 Default by City. In the event City fails to perform any of the material covenants or agreements contained herein which are to be performed by City or otherwise breaches a material obligation under this Agreement, Seller may terminate this Agreement by giving written notice of termination to City, in which event City and Seller agree that it would be impractical and extremely difficult to estimate the damages which Seller may suffer. Therefore City and Seller do hereby agree that a reasonable estimate of the total net detriment that Seller would suffer in any such event is and shall be an amount equal to the Deposit, together with the accrued interest thereon; and, as Seller's sole and exclusive remedy (whether at law or in equity), said amount shall be disbursed to Seller as the full, agreed and liquidated damages for a breach of this Agreement by City, all other claims to damages or other remedies in respect of City's breach of this Agreement being herein expressly waived by Seller. Such payment of the Deposit is not intended as a penalty, but as full liquidated damages. Nothing contained in this section shall limit Seller's right to receive reimbursement for costs and expenses as set forth in this Agreement, nor waive or affect City's indemnity and confidentiality obligations. SELLER'S INITIALS CITY'S INITIALS 9 RIGHT TO ENTER PROPERTY CitV Council — 10 1/1512022 Purchase and Sale Agreement - Santa Ana Unified School District -City of Santa Ana -Water Tower Site Page 8