Resolution 2001-22 - Laserfiche WebLink

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(d) The failure ofeither party to act upon a default of the other under any of the terms, conditions or obligations under this Agreement shall not be deemed a waiver of any subsequent breach or default under the terms, conditions or obligations hereof by such defaulting party. 10. CASUALTY/CONDEMNATION. If, at any time prior to Closing, the Property or any Substantial Portion thereof suffers any damage from fire, flood, earthquake or other casualty, Seller shall, within thirty (30) calendar days from the date of such casualty, give Notice to Purchaser of its election to either repair or otherwise cure, or to not repair or otherwise cure, such damage to the Property prior to the Closing; provided, however, that any election by Seller to repair or otherwise cure the damage to the Property shall not extend the Closing, and provided that Seller shall in all events give Purchaser Notice of such election at least ten (10) business days prior to the Closing. If Seller does not elect to repair or otherwise cure the damage to the Property within the aforementioned period, or if Seller determines it is not able to repair or otherwise cure such damage prior to Closing, then Purchaser may either (a) terminate this Agreement by delivering Notice to Seller of such termination, or (b) consummate the Closing, in which latter event Seller shall deliver to Purchaser, at Closing, any insurance proceeds actually received by Seller in respect of such casualty loss or assign to Purchaser, at Closing, all of Seller's right, title and interest in insurance proceeds for such casualty loss, if any, provided that in no event shall Purchaser be entitled to receive payment or assignment of such proceeds in an amount greater than one hundred twenty percent (120%) of the Purchase Price. If Purchaser fails to deliver to Seller Notice of termination of this Agreement as described in (a) above within ten (10) business days alter Purchaser's receipt of Notice from Seller of its election not to repair or otherwise cure the damage to the Property, then Purchaser shall be deemed to have elected to proceed in accordance with (b) above. If, at any time prior to Closing, any action is initiated to take the Property or any Substantial Portion thereof by eminent domain or condemnation proceedings or by deed in lieu thereof, Seller shall, within thirty (30) calendar days from the date Seller receives actual notice that such a proceeding has been initiated, give Notice to Purchaser of the same. Within fifteen (15) business days after Purchaser's receipt of such Notice, Purchaser may either (a) terminate this Agreement by delivering Notice to Seller of such termination, or (b) consummate the Closing, in which latter event H:~}\W~FI\10234~993~.6P&SLoui~ville.v~l - I 0-