Agenda - 09-20-2022; 8-b - Acceptance of NC Agriculture Development and Farmland Preservation Trust Fund Grant

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- 74 15. LIQUIDATED DAMAGES; DEFAULT; SPECIFIC PERFORMANCE. a. a. Default and Specific Performance. If Seller defaults under this Agreement and fails to ouna the mama within thirty (30) days of written notice thereof, BUYER may e|ant. at Buyer's sole option: (i) to terminate this Option and be na|aooed from its obligations hereunder, in which event the consideration pmkj shall be returned to Buyer; or, for all dotau(hx other than failure to perform duo to disagreement with the appraised value as determined In item 4 of this Option (ii) to proceed against Seller for specific performance of this Option. In either event, Buyer shall have the right to seek and recover from Seller all damages suffered by Buyer as m result of Seller's default in the performance of its obligations hereunder. Damages may include reasonable expenditures performed on behalf of Seller in good faith to fulfill the Option. These include but not limited to travel, administrative, surveying, legal and specialized service faam, oppro)oo|o. documentations and reports pertaining to conservation easement implementation associated with the Option, b. Other remedies. In addition to any other remedy specifically set forth In this Option, for all defaults other than failure to perform due to disagreement with the appraised value as determined in item 4 of this Option Buyer has the right to enforce the provisions of this Option through an action for injunctive relief or damages or through other proceedings in |ovv or equity. The election of any one remedy available to Buyer under this Option shall not constitute m waiver of other available remedies. 18r B|NO|NCS EFFECT. This Option becomes effective when signed bypar-ties hereto and shall then apply to and bind Seller and Buyer and their respective, heirs, exenuhorm, adminimbmtorm, aucce000ra, and amaiAna. 17. COMPLETE AGREEMENT. This Option constitutes the ao|a and complete agreement between the parties and cannot bechanged except bywritten amendment. Norepresentation orpromise not included in this Option orany written amendment shall be binding upon the parties. 1& NOTICE OFOPTION. Should this Option Agreement not berecorded, the parties agree toexecute o Memorandum of Option for recording purposes if requested by either of the ps/dea hereto, to be prepared and recorded at the expense of the requesting party. 19. MISCELLANEOUS. a. No waiver. No provision of the Option ahmU be deemed amended or waived unless such amendment orwaiver is set forth in m writing signed by both parties. No art nrfailure to act by a party ahoU be deemed m waiver of its rights hereunder, and no waiver in any one circumstance or of any one provision shall be deemed a waiver in other circumstances or of other provisions. b. Holidays, If any date mat forth in this Option or computed pursuant to this Option haNa on a Satunday. Sunday, or national ho|idoy, such date shall be deemed automatically amended to be the first business day following such weekend day orholiday. C. . In the event of any breach or default hereof by a padY, the non-defaulting party shall be entitled to bring on action to recover its costs and expenses oflitigation and settlement, including, without limitation, attorneys' fees and expenaao, court onmta settlement oouto, and experts' onmtm and fees. d. Survivability. The provisions of this Option ohoU survive the closing of the Conservation Easement donation to Buyer. e, Successors. This option and the contract resulting from the exercise thereof shall bind and inure to the benefit ofthe heiro, odm(niatratoro, executors, successors and oaoiQno of the respective parties. IN TESTIMONY THERGC>F, the parties have hereunto sat their hands and oeo|o, or if corporate have caused this instrument hzbe executed |ntheir corporate names bvtheir duly authorized representatives as of the dates indicated below. Pugc4 | 5 Revised 1/23/2819 NCD/\&C3 /\[>FPTF