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<br />a. If Purchaser should fail to perform according to the terms and conditions of this <br />Contract, Seller may in writing declare this Contract terminated and retain all things of value <br />held by Seller hereunder as liquidated damages. It is agreed that such things of value are <br />liquidated damages and are Seller's sole and only remedy for Purchaser's failure to perform <br />the obligations of this Contract. Seller expressly waives the remedies of specific <br />performance and additional damages. Notwithstanding the foregoing, Purchaser's liability <br />under Paragraphs 21.d, 38 and 39, below is not limited by this Paragraph. <br /> <br />b. If Seller is in default:, Purchaser may elect to treat this Contract as terminated, in <br />which case all earnest money and other things of value received by Seller hereunder shall be <br />immediately returned to Purchaser, or Purchaser may elect to treat this Contract as being in <br />full force and effect and Purc:haser shall have the right to an action for specific performance <br />or damages, or both. Anything to the contrary notwithstanding, in the event of any litigation <br />or arbitration arising out of this Contract, the court may award to the prevailing party all <br />reasonable costs and expenses, including reasonable attorneys' fees. <br /> <br />REPRESI~NTATIONS AND WARRANTIES <br /> <br />18. Seller, Andrew Darnyanovich Trust and Lillian 1. Damyanovich Trust, hereby <br />represents and warrants to the City of Louisville, Colorado, Purchaser, that as of the date of the <br />signing of this Contract, to the best of their actual, present knowledge: <br /> <br />a. Seller has received no actual notice of, and has no other actual knowledge of, any <br />litigation, claim or proceeding, pending or currently threatened, which in any manner affects <br />the Property; <br /> <br />b. Seller has received no actual notice, and has no other actual knowledge of, any <br />current, existing violations of any federal, state or local law, code, ordinance, rule, <br />regulation, or requirement a:ffecting the Property; <br /> <br />c. Seller has the full right, power and authority to transfer and convey the Property to <br />the Purchaser as provided in this Contract and to carry out the Seller's obligations under this <br />Contract; <br /> <br />d. To Seller's actual, present, knowledge, each and every document, schedule, item and <br />other information delivered or to be delivered by the Seller to the Purchaser hereunder, or <br />made available to the Purchaser for inspection hereunder, shall be true, accurate and correct; <br /> <br />e. To Seller's actual, present, knowledge, Seller has not entered into any agreements <br />with any private persons or entity or with any governmental or quasi-governmental entity <br />with respect to the Properlty that may result in liability or expenses to Purchaser upon the <br />Purchaser's acquisition of all or any portion of the Property; <br /> <br />8 <br />