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1107
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<br />1111
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<br />1129
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<br />https://www.ctmecontracts.com/eContracis/m_eCON/Contracts/Listin.
<br />(whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money
<br />is not a penalty, and the Parties agree the amount is fair and reasonable. Seller may recover such additional
<br />damages as may be proper. Alternatively, Seller may elect to treat this Contract as being in full force and effect
<br />and Seller has the right to specific performance or damages, or both.
<br />21.1.2. Liquidated Damages, Applicable. This § 21.1.2 applies unless the box in § 21.1.1.
<br />is checked. Seller may cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to
<br />Seller, and retained by Seller. It is agreed that the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES,
<br />and not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 22,
<br />23 and 24), said payment of Earnest Money is SELLER'S ONLY REMEDY for Buyer's failure to perform the
<br />obligations of this Contract. Seller expressly waives the remedies of specific performance and additional
<br />damages.
<br />21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all
<br />Earnest Money received hereunder will be returned and Buyer may recover such damages as may be proper.
<br />Alternatively, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to
<br />specific performance or damages, or both.
<br />22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of
<br />any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must
<br />award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and
<br />expenses.
<br />23. MEDIATION. If a dispute arises relating to this Contract, (whether prior to or after Closing) and is not
<br />resolved, the parties must first proceed, in good faith, to mediation. Mediation is a process in which the parties
<br />meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators cannot
<br />impose binding decisions. Before any mediated settlement is binding, the parties to the dispute must agree to the
<br />settlement, in writing. The parties will jointly appoint an acceptable mediator and will share equally in the cost of
<br />such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire dispute is not
<br />resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at
<br />that party's last known address (physical or electronic as provided in § 27). Nothing in this Section prohibits either
<br />party from filing a lawsuit and recording a lis pendens affecting the Property, before or after the date of written
<br />notice requesting mediation, This section will not alter any date in this Contract, unless otherwise agreed.
<br />24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must
<br />release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. In
<br />the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to release the
<br />Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1) wait for any
<br />proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest Money into a court of
<br />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
<br />receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the case number
<br />of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest
<br />Money Holder is authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does
<br />receive a copy of the Lawsuit, and has not interpied the monies at the time of any Order, Earnest Money Holder
<br />must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the obligation of
<br />Mediation. This Section will survive cancellation or termination of this Contract.
<br />25. TERMINATION.
<br />25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to
<br />Terminate), the termination is effective upon the other party's receipt of a written notice to terminate (Notice to
<br />Terminate), provided such written notice was received on or before the applicable deadline specified in this
<br />Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the Right to
<br />Terminate accepts the specified matter, document or condition as satisfactory and waives the Right to Terminate
<br />under such provision.
<br />25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received
<br />hereunder will be returned and the parties are relieved of all obligations hereunder, subject to §§ 10,4, 22, 23 and
<br />24.
<br />26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and
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