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TO CLOSE DUE TO A DEFAULT Olt }BREACH OF `FILLS AGREEMENT BY BUYER, <br />THEN BUYER'S DEPOSIT ACTUALLY DELIVERED INTO ESCROW BY BUYER SHALL <br />BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES <br />UNDER THE PROVISIONS OF SECTION 1671 OF TIIE CALIFORNIA CIVIL CODE, <br />SELLER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF THE FAILURE OF <br />ESCROW TO CLOSE AS A RESULTING OF BUYER'S DEFAULT SHALL BE LIMITED <br />TO COLLECTION OF SUCH LIQUIDATED DAMAGES AND ATTORNEYS FEES AND <br />COSTS OF COLLECTION IN CONNECTION THEREWITH, II' ANY. THE LIQUIDATED <br />DAMAGES ARE NOT INTENDED AS A PENALTY OR A FORFEITURE UNDER <br />CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, EXCEPT AS PROVIDED IN THE <br />FOLLOWING SENTENCE SELLER HEREBY WAIVES ALL OTHER CLAIMS, DAMAGES <br />AND OTHER REMEDIES INCLUDING TIIE PROVISIONS OF CALIFORNIA CIVIL CODE <br />SECTIONS 3384, 3357 AND 3389, THE FOREGOING LIQUIDATED DAMAGES CLAUSE <br />APPLIES ONLY IN CONNECTION WITH THE BUYER'S DEFAULT IN ITS OBLIGATION <br />'TO CLOSE ESCROW AND 81IALL NOT APPLY TO (A) BUYER'S LIABILITY TO <br />SELLER UNDER THE INDEMNIFICATION PROVISIONS OF SECTION 4.3 AND (B) <br />SELLER'S ATTORNEYS' FEES INCURRED IN ENFORCING ITS RIGHTS UNDER <br />SECTION 4.3 AND /OR TILLS SECTION 6.1. <br />6,2 Right to Cure. Bayer shall be cleaned to be in default under this <br />Agreement if Buyer fails, for any reason other than Seller's default tinder this Agreement, to <br />meet, comply with,, or perform my material covenant, agreement, or obligation required on its <br />part, including the deposit or delivery of any fands, within the time limits and in the manner <br />required in this Agreement; provider] that no such default shall be deemed to have occurred <br />unless and until Seller has given Buyer written notice describing the nature of the default, and <br />Buyer has failed to cure such default within seven (7) business days after the receipt of such <br />notice (unless the curing of such default cannot reasonably be accornplished within such seven <br />(7) business clay Period in which case the Buyer shall commence to cure such default within such <br />seven (7) business clay period and diligently Pursues saute to completion within a reasonable <br />amount of time), <br />7. Notices. Any notice to be given hereunder to either Party or to Escrow Holder <br />shall be in writing and shall be given either by personal delivery, fhcsirnile, federal express (or <br />simihu overnight delivery service), overnight courier or by depositing such notice in the United <br />States first class mail, certified, with return receipt requested, postage prepaid and addressed as <br />follows: <br />SELLER: The City of Santa. Ana <br />Hassan Haghani <br />Executive Director <br />Planning and Building Agency <br />20 Civic Center Plaza (M -20) <br />P.O. Box 1988 <br />Santa Ana, California. 92702 <br />Phone No.: (714) 667 -2706 <br />Fax No:: (714) 973 -14461 <br />-14- <br />25C -24 <br />