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(a) Buyer hereby represents and guarantees that it will complete <br />construction and development of the Property for the Intended Use within twenty -four (24) <br />months following the Close of Escrow, but does not represent norguarantee the opening or <br />operation thereof. The proposed operation of a dialysis center by DaVita Healthcare <br />Partners, Inc. or an affiliate or subsidiary thereof ( "Tenant ") on the Property is critical to the <br />Seller's decision to sell the Property to Buyer. The twenty -four (24) month timeframe shall <br />be tolled by any delays directly attributable to the actions or inactions of the Seller or <br />Tenant, by any natural causes outside the control of either party ( "Force Majeure "), or by <br />mutual agreement of the parties. If Buyer does not comply with this guarantee within the <br />timeframe provided, the Seller may opt to nullify the sale of the Property, at which time the <br />Property shall be returned to the Seller, including any and all improvements to the Property <br />completed by Buyer, in exchange for payment by the Seller to Buyer of eighty percent <br />(80 %) of the Purchase Price. <br />(b) The execution and delivery of the Agreement by Buyer, Buyer's <br />performance hereunder, and the consummation of the transaction contemplated hereby will <br />not constitute a violation of any order or decree or result in the breach of any contract or <br />agreement to which Buyer is at present a party or by which Buyer is bound; 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 set <br />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 full <br />settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever <br />relating to or in connection with the acquisition of the Property. <br />5. REMEDIES <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 Buyer, <br />and this Agreement and the obligations of the parties hereunder shall terminate (other than <br />those obligations that expressly survive a termination of this Agreement); or (ii) bring an <br />action for specific performance of this Agreement. If Buyer defaults under this Agreement, <br />and such default is not cured within thirty (30) days following the date of Seller's written <br />notice of default to Buyer, then Seller may, as Seller's sole and exclusive remedy underthis <br />Agreement by reason of such default, terminate this Agreement by written notice to Buyer, <br />whereupon the obligations of the parties hereunder shall terminate (other than those <br />obligations that expressly survive a termination of this Agreement) and the Escrow Deposit <br />shall be delivered to Seller as full compensation and liquidated damages under and in <br />7 <br />