OTHER-2022-048-NCADFP Grant Contract

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azn 15 . LIQUIDATED DAMAGES ; DEFAULT ; SPECIFIC PERFORMANCE . a . a . Default and Specific Performance . If Seller defaults under this Agreement and fails to cure the same within thirty ( 30 ) days of written notice thereof, BUYER may elect , at Buyer' s sole option : ( i) to terminate this Option and be released from its obligations hereunder , in which event the consideration paid shall be returned to Buyer ; or, for all defaults other than failure to perform due 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 a 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 fees , appraisals , 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 law or equity , The election of any one remedy available to Buyer under this Option shall not constitute a waiver of other available remedies . 16 . BINDING EFFECT. This Option becomes effective when signed by parties hereto and shall then apply to and bind Seller and Buyer and their respective , heirs , executors , administrators , successors , and assigns , 17 , COMPLETE AGREEMENT , This Option constitutes the sole and complete agreement between the parties and cannot be changed except by written amendment. No representation or promise not included in this Option or any written amendment shall be binding upon the parties . 18 , NOTICE OF OPTION . Should this Option Agreement not be recorded , the parties agree to execute a Memorandum of Option for recording purposes if requested by either of the parties hereto , to be prepared and recorded at the expense of the requesting party,. 19 . MISCELLANEOUS . a . No waiver. No provision of the Option shall be deemed amended or waived unless such amendment or waiver is set forth in a writing signed by both parties . No act or failure to act by a party shall be deemed a 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 . Holida s . if any date set forth in this Option or computed pursuant to this Option falls on a Saturday , Sunday , or national holiday , such date shall be deemed automatically amended to be the first business day following such weekend day or holiday . c . Attorneys ' fees . In the event of any breach or default hereof by a party , the non -defaulting party shall be entitled to bring an action to recover its costs and expenses of litigation and settlement, including , without limitation , attorneys' fees and expenses , court costs , settlement costs , and experts ' costs and fees . d . Survivability . The provisions of this Option shall 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 of the heirs , administrators , executors , successors and assigns of the respective parties . IN TESTIMONY THEREOF , the parties have hereunto set their hands and seals , or if corporate have caused this instrument to be executed in their corporate names by their duly authorized representatives as of the dates indicated below. Page 415 Revised 1 /23 /2019 NCDA. &CS ADFPTF