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<br />(iv) City acknowledges and agrees that it shall not exercise or <br />encourage any other entity to exercise the power of eminent domain with respect to the Steadfast <br />Land or any portion thereof. <br /> <br />(b) Damage or Destruction to the Propertv. Except as provided in <br />subsection (c) below, prior to the Close of Escrow the entire risk ofloss or damage to the <br />Steadfast Land or the City Land, as applicable, by earthquake, flood, hurricane, landslide, fire or <br />other casualty is borne and assumed by the Affected Owner and shall not waive or excuse any of <br />the obligations ofthe Parties or the Conditions Precedent. <br /> <br />(c) Provisions Applicable to the Citv Propertv. If, prior to the Closing <br />Date, any part of the City Property is damaged or destroyed by earthquake, flood, landslide, fire <br />or other casualty, City shall remove debris and demolish and clear all above-ground <br />improvements that remain on the City Property and are in an unsafe or damaged condition <br />following the damage and destruction. <br /> <br />14. Remedies. <br /> <br />(a) BreachbvEitherPartv. STEADFAST AND CITY EXPRESSLY <br />ACKNOWLEDGE AND AGREE THAT IT IS THE INTENT OF BOTH PARTIES THAT IN <br />THE EVENT THAT ONE PARTY (THE "NON-PERFORMING PARTY") FAILS TO <br />PERFORM ANY OBLIGATION CREATED BY THIS AGREEMENT, THEN THE OTHER <br />PARTY'S SOLE REMEDY, AND THE NON-PERFORMING PARTY'S SOLE LIABILITY <br />SHALL BE TO TERMINATE THIS AGREEMENT BY DELIVERING WRITTEN NOTICE <br />OF SUCH TERMINATION TO THE NON-PERFORMING PARTY. IN THE EVENT OF <br />SUCH A TERMINATION, THIS AGREEMENT SHALL TERMINATE EFFECTIVE AS OF <br />THE DATE ON WHICH THE NOTICE OF TERMINATION IS RECEIVED BY THE NON- <br />PERFORMING PARTY AND THE PARTIES SHALL THEREAFTER HAVE NO FURTHER <br />RIGHTS, OBLIGATIONS, OR LIABILITIES HEREUNDER. EACH PARTY EXPRESSLY <br />ACKNOWLEDGES AND AGREES THAT NO EXTRINSIC EVIDENCE MAYBE <br />OFFERED IN ANY PROCEEDING REGARDING INTERPRETATION OF THIS SECTION. <br />NEITHER PARTY SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY <br />INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE <br />WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS, WHETHER SUCH <br />DAMAGES BE PREDICATED UPON AN ALLEGED BREACH OF THIS AGREEMENT, <br />NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER BASIS WHATSOEVER. <br /> <br />(b) Indemnification Obligations Intact. NOTHING CONTAINED IN <br />THIS ARTICLE 14 SHALL WAIVE OR OTHERWISE LIMIT BUYER'S REMEDIES OR <br />DAMAGES FOR CLAIMS OF THE PARTIES AGAINST EACH OTHER ARISING OUT OF <br />SELLER'S INDEMNIFICATION OBLIGATIONS HEREUNDER. <br /> <br />40836735. 16 <br /> <br />18 <br />