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Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value
<br />of the Property or Inclusions, but such credit will not include relocation benefits or expenses or exceed the Purchase Price.
<br />18.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the
<br />Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract.
<br />19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge that
<br />their respective broker has advised that this Contract has important legal consequences and has recommended: (1) legal examination
<br />of title; (2) consultation with legal and tax or other counsel before signing this Contract as this Contract may have important legal
<br />and tax implications; (3) to consult with their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded
<br />in the sale; and (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be
<br />engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, including deadlines, that must
<br />be complied with.
<br />20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract.
<br />This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid, honored
<br />or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non -defaulting party
<br />has the following remedies:
<br />20.1. If Buyer is in Default:
<br />® 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid
<br />by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money is not a penalty, and the parties agree the
<br />amount is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seller may elect to treat
<br />this Contract as being in full force and effect and Seller has the right to specific performance or damages, or both.
<br />20.1.2. Liquidated Damages, Applicable. This § 20.1.2. applies unless the box in 4 20.1.1. is checked. Seller may
<br />cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that
<br />the Earnest Money amount specified in § 4.1. is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is
<br />fair and reasonable and (except as provided in §§ 10.4. and 21), such amount is SELLER'S ONLY REMEDY for Buyer's failure to
<br />perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional damages.
<br />20.2. If Seller is in Default:
<br />20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as canceled, in which case
<br />all Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper.
<br />Alternatively, in addition to the per diem in § 17 (Possession) for failure of Seller to timely deliver possession of the Property after
<br />Closing occurs, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to specific performance
<br />or damages, or both.
<br />20.2.2. Seller's Failure to Perform. In the event Seller fails to perform Seller's obligations under this Contract, to
<br />include, but not limited to, failure to timely disclose Association violations known by Seller, failure to perform any replacements or
<br />repairs required under this Contract or failure to timely disclose any known adverse material facts, Seller remains liable for any such
<br />failures to perform under this Contract after Closing. Buyer's rights to pursue the Seller for Seller's failure to perform under this
<br />Contract are reserved and survive Closing.
<br />21. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration
<br />or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all
<br />reasonable costs and expenses, including attorney fees, legal fees and expenses.
<br />22. MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and is not resolved, the parties
<br />must first proceed, in good faith, to mediation. Mediation is a process in which the parties meet with an impartial person who helps
<br />to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any mediated settlement is
<br />binding, the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator
<br />and will share equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire
<br />dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at that
<br />parry's last known address (physical or electronic as provided in § 26). Nothing in this Section prohibits either party from filing a
<br />lawsuit and recording a lis pendens affecting the Property, before or after the date of written notice requesting mediation. This
<br />Section will not alter any date in this Contract, unless otherwise agreed.
<br />23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest
<br />Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding
<br />the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole subjective
<br />discretion, has several options: (1) wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest
<br />Money into a court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and
<br />legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of
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