Real Estate Purchase And Sale Agreement Page 8
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14Each party shall defend, indemnify, hold harmless the other party from and against (but for the
University, then to the extent permitted by Missouri law and not inconsistent with the doctrine of
sovereign immunity it shall be responsible for) any claims, causes of action, damages, liability, or costs or
expenses that the other may sustain or incur by reason of its breach of this paragraph.
12.
RISK OF LOSS AND CONDEMNATION. Seller has the risk of loss, destruction, or damage to
the Property until Closing. If any such event occurs prior to Closing, Seller will promptly notify Buyer.
If the cost to repair such damage and restore the Property to its previous condition is estimated by Buyer
to be not more than $10,000 in the aggregate, Seller may complete such repair and restoration by Closing;
if Seller does not do so, then Buyer will be entitled to a reduction in the Purchase Price to the extent
necessary to cover the remaining cost to complete such repair and restoration estimated by Buyer up to
$10,000 in the aggregate, and Buyer will be responsible for any such repair and restoration. If the cost of
such repair and restoration is estimated by Buyer to be more than $10,000 in the aggregate, Buyer may, at
its option, either (a) terminate this Agreement and receive a refund of any Earnest Money, or (b) proceed
to Closing without any adjustment to the Purchase Price except Seller will assign and pay to Buyer all
associated insurance claims and proceeds plus the amount of any deductible. If all or any part of the
Property is condemned or becomes subject to any condemnation action or proceeding prior to Closing,
Seller will promptly notify Buyer, and Buyer may, at its option, either (a) terminate this Agreement and
receive a refund of any Earnest Money, or (b) proceed to Closing without any adjustment to the Purchase
Price except Seller will assign and pay to Buyer all associated claims, awards, and proceeds.
13.
DEFAULTS AND REMEDIES.
13.1
Seller Default. If Seller defaults in the performance of any of its covenants under this
Agreement and fails to cure such default within ten (10) days after notice thereof from Buyer to Seller,
then Buyer may elect to: (a) terminate this Agreement, in which case any Earnest Money shall be paid to
Buyer, or (b) obtain specific performance of Seller’s obligations under this Agreement plus recovery of
all Buyer’s costs and expenses in connection with such default.
13.2
Buyer Default. If Buyer defaults in the performance of any of its covenants under this
Agreement and fails to cure such default within ten (10) days after notice thereof from Seller to Buyer,
then Seller may terminate this Agreement, in which case any Earnest Money shall be paid to Seller as
liquidated damages for such default, it being agreed that this shall be the sole and exclusive remedy of
Seller for any such default (any right of Seller to any other legal or equitable remedy being expressly
waived with respect to any such default).
14.
ASSIGNMENT. Buyer may assign its rights under this Agreement to an affiliate without Seller’s
consent, and no other assignment of this Agreement or any interest herein shall be permitted without
Seller’s prior written consent; provided, that in no event shall any assignment release the assignor from
any obligations hereunder.
15.
GENERAL.
15.1
Notices. Any notice or other communication required or permitted hereunder must be in
writing and either: hand delivered; or sent overnight via reputable national courier or mailed by U.S.
certified mail, fees and postage prepaid, in each case to the relevant party at its address as set forth herein
(as the same may be changed by notice given in accordance herewith). Any such communication shall be
deemed given, delivered, and effective: when hand delivered; one (1) business day after deposit with the
courier; or three (3) business days after deposit with the U.S. Postal Service.
15.2
Time. Time is of the essence in the performance of and compliance with this Agreement;
provided, that if any date or period specified herein falls or expires on a day which is not a business day,
then such date or period shall be automatically deemed moved or extended to the next business day.
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Parent category: Business