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open market; failure of transportation; strikes (other than any strike resulting from acts of <br />Buyer); lockouts; action of labor unions; requisition or order of government or civil or <br />military or naval authorities; or any other similar cause to those stated above, not within <br />Buyer's reasonable control. Notwithstanding anything to the contrary contained herein, <br />in no event shall financial inability of Buyer constitute Permitted Delay. <br />(b) Buyer shall obtain all final approvals, including, without <br />limitation, the building permit and all related municipal approvals (the "Approvals') <br />necessary for developing the Property in substantial conformance with the site plan that <br />was included with Buyer's proposal for the Property submitted in response to City's <br />Request for Proposal No. 19-026 (a copy of which is attached as Exhibit "C", (the <br />"Intended Improvements") appropriate for the operation of a Multi -Tenant Restauraunt <br />(the "Intended Use'), such that immediately following the acquisition of the Approvals, <br />Buyer shall be entitled to commence construction of the Intended Improvements. <br />Nothing in this agreement shall constitute Approvals by Seller, and Buyer acknowledges <br />that it must comply with all of Seller's development standards, guidelines and procedures <br />that are applicable to the Intended Improvements and the Intended Use. <br />(c) The execution and delivery of the Agreement by Buyer, <br />Buyer's performance hereunder, and the consummation of the transaction contemplated <br />hereby will not constitute a violation of any order or decree or result in the breach of any <br />contract or agreement to which Buyer is at present a party or by which Buyer is bound; <br />and <br />(d) 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 />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 <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 terminate <br />(other than those obligations that expressly survive a termination of this Agreement) and <br />the Escrow Deposit shall be delivered to Seller as full compensation and liquidated <br />damages under and in connection with this Agreement, and in such event, Buyer shall <br />not be liable to Seller for monetary damages except for full payment of the amount of the <br />Escrow Deposit due at the time of termination and forfeiture of said Escrow Deposit to the <br />Seller. Under no circumstances shall Buyer be entitled to a refund of the Proposal <br />Deposit, which shall be retained by Seller. <br />