10. DEFAULT.
(a) Default by Purchaser: If Purchaser shall fail to timely close on the Closing Date
due to a breach of any material term of this Agreement, then Seller, as its sole and exclusive
remedy for Purchaser’s default, shall be entitled to obtain from the Escrow Agent and retain the
Deposit as reasonable liquidated damages.
(b) Default by Seller: If Seller shall materially default in the performance of Seller’s
obligations under this Agreement, Purchaser shall have the option of terminating this Agreement
and requiring the Escrow Agent to return the Second Deposit to Purchaser, and pursuing an
action for specific performance. In the event Purchaser elects to pursue an action for specific
performance for a breach of this Agreement by Seller, Purchaser shall be entitled to collect as
damages for such breach the reasonable cost of such action for specific performance if Purchaser
obtains an injunction ordering specific performance of this Agreement from a court of competent
jurisdiction.
11. BROKERS.
Each party represents to the other that no broker or agent has brought about this sale on its
behalf. Each party hereby indemnifies and holds harmless the other party from any demand, action,
claim or suit by any person claiming a fee or commission through Seller or Purchaser as a result of
this sale. The indemnification provisions of this Section 11 shall survive the Closing.
12. ACCESS.
During the Due Diligence Period, Purchaser shall have the right to enter onto the
Property with prior approval of Seller (for inspection, testing, survey, engineering, and
permitting); provided, however, Purchaser shall not perform any invasive testing without having
obtained Seller’s prior written approval. Seller shall reasonably cooperate with Purchaser’s due
diligence efforts, provided that such cooperation shall not cause Seller to incur any expenditure
(unless Purchaser reimburses Seller in advance for any such expenses). Purchaser understands
and agrees that any on-site inspections of the Property shall be conducted during normal business
hours unless otherwise approved by Seller and, at Seller’s option, in the presence of Seller or its
representative. Prior to Purchaser or any such other party entering the Property in the exercise of
the access rights hereunder, Purchaser shall have procured comprehensive public liability
insurance in an amount of not less than $1,000,000.00 per occurrence. Purchaser agrees to
defend, indemnify against, and hold Seller harmless from any actions, causes of action, losses,
claim, liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred),
damages or injuries arising out of or resulting from the inspection of the Property by Purchaser
or its agents or representatives. Notwithstanding anything to the contrary in this Agreement, such
obligation to defend, indemnify, and hold harmless Seller and the other obligations of Purchaser
under this paragraph shall survive any termination of this Agreement or the Closing.
