Resolution No 45-2022 - Accepting Purchase of Real Property SBCSC Admin. Building

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the Closing and before the Possession Date, except for such items as have been enumerated in the Personal Property Schedule attached as Exhibit D and such list to be finalized by the parties five (5) business days in advance of the Closing Date. D.Closing Costs. The Parties shall share equally all of the Title Company’s closing and/or document preparation fees and all county recorder costs associated with the transaction contemplated in this Agreement. E.Termination. If Seller is unable to secure alternative space to move its operations by November 1, 2022, Seller shall have the ability to terminate this Agreement by written notice to Buyer without liability or penalty to Seller. If Closing does not occur by November 1, 2022, Buyer shall have the ability to terminate this Agreement by written notice to Seller without liability or penalty to Seller. 1 5. TAXES Seller shall be responsible for all real property taxes related to the Property accruing through the Closing Date, if any, even if such taxes are not yet due and payable. Buyer, or Buyer’s successors and assigns, shall be liable for all real property taxes accruing against the Property after the Closing Date, if any. 16.REMEDIES Upon any default in or breach of this Agreement by either Party, the defaulting Party will proceed immediately to cure or remedy such default within thirty (30) days after receipt of written notice of such default or breach from the non-defaulting Party, or, if the nature of the default or breach is such that it cannot be cured within thirty (30) days, the defaulting Party will diligently pursue and prosecute to completion an appropriate cure within a reasonable time. In the event of a default or breach that remains uncured for longer than the period stated in the foregoing sentence and unless due to a force majeure event, the non-defaulting Party may terminate this Agreement, commence legal proceedings, including an action for specific performance, or pursue any other remedy available at law or in equity. All the Parties’ respective rights and remedies concerning this Agreement and the Property are cumulative. 17.COMMISSIONS The Parties mutually acknowledge and warrant to one another that neither Buyer nor Seller is represented by any broker in connection with the transaction contemplated in this Agreement. Buyer and Seller agree to reimburse each other for any claim for commissions charged by a broker in connection with the transaction contemplated in this Agreement. 18.INDEMNITY The Parties agree to reimburse each other for any and all liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto (including costs of defense and settlement), which either party may subsequently incur, become responsible for, or pay out as a result of a breach by the other party in default of this Agreement. In the event of legal action initiated by a third party as