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e. A certification that the representations and warranties of Seller <br />pursuant to Paragraph 7 continue to be true and correct as of the date of Closing; <br />and <br />f. Seller's closing costs and any other documents required by this <br />Contract to be delivered by Seller to the title company or reasonably required by <br />City or the title company in connection herewith. <br />g. Documents acceptable to the City and the title company evidencing <br />the authority of Seller to execute this Agreement and to convey the Property to <br />the City. <br />12. City's Obligations at Closing. At the time of Closing and, upon Seller's <br />compliance with the terms and provisions of this Contract, the City shall deliver: <br />a. The Purchase Price, except Earnest Money paid upon execution of <br />this Contract; and <br />b. The City's closing costs and any other documents required by this <br />Contract to be delivered by City to the title company or reasonably required by <br />Seller or the title company in connection herewith. <br />13. Delivery of Property. Possession of the Property shall be delivered to the <br />City on or before the date and time of Closing. <br />14. Time is of the Essence. Time is of the essence. Accordingly: <br />a. If the City is in default of the terms and conditions of this Contract, <br />Seller may in writing declare this Contract terminated and retain the Earnest Money <br />held by title company as liquidated damages. It is agreed that the Earnest Money <br />constitutes liquidated damages and Seller's sole and only remedy for the City's <br />failure to perform the obligations of this Contract. Seller expressly waives the <br />remedies of specific performance and additional damages. <br />b. If Seller is in default of the terms and conditions of this Contract, the <br />City may elect to treat this Contract as terminated, in which case all Earnest Money <br />shall be returned to City, all other things of value received hereunder shall be <br />immediately returned to the parties, and both parties shall be released herefrom, or <br />City may elect to treat this Contract as being in full force and effect and City shall <br />have the right to an action for specific performance. <br />c. Anything to the contrary herein notwithstanding, in the event of any <br />litigation arising out of this Contract, the court shall award to the substantially <br />prevailing party all reasonable costs and expenses including attorney fees. <br />6 <br />