2018-178A (2) - Laserfiche WebLink

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terminate, except to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit between Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent interpleads the subject matter of this escrow, the Escrow Agent shall be entitled to recover a reasonable attorney's fee and costs incurred, said fees and costs to be charged and assessed as court costs in favor of the prevailing party. All parties agree that the Escrow Agent shall not be liable to any party or person whomsoever for misdelivery to Buyer or Seller of monies subject to this escrow, unless such misdelivery shall be due to willful breach of this Agreement or negligence on the part of the Escrow Agent. 20. ATTORNEYS' FEES AND COSTS. In connection with any litigation, including appellate proceedings, arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, experts' fees, and costs, including attorneys' fees, experts' fees, and costs incurred in litigating entitlement to such fees and costs, as well as in determining or quantifying the amount. Reasonable costs to which the prevailing party is entitled shall include costs which are taxable under any applicable statute, rule, or guideline. 21. DEFAULT. If this Agreement is not otherwise terminated pursuant to the terms hereof, and should Buyer fail to close under this Agreement within the time specified, the Deposit paid by the Buyer aforesaid, together with interest thereon, if any, shall be paid by the Escrow Agent to and retained by Seller as liquidated damages, consideration for the execution of this Agreement, and in full settlement of any claims, and Buyer shall be obligated to return all documents to Seller; whereupon all parties shall be relieved of all obligations under the Agreement. Should the Seller default or breach any obligation hereunder, the Buyer's sole remedy, shall be either to seek specific performance of this Agreement, or elect to receive the return of its deposit from the Escrow Agent, together with all interest thereon, if any, in which event the Agreement shall be terminated upon Buyer's receipt of the deposit and the interest, if any, and thereupon, neither party shall have any further rights hereunder or obligations to each other. In no event shall Seller be liable to Buyer for damages of any kind. 22. AGREEMENT NOT RECORDABLE, PERSONS BOUND AND NOTICE. Neither this Agreement nor any notice thereof shall be recorded in any public records. However, Buyer recognizes that this Agreement shall be part of the Public Records of the Seller in its capacity as a municipality and thereby subject to inspection and copying. This Agreement shall bind and inure to the benefit of the parties hereto and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall include all. Notice given by or to the attorney for either party shall be as effective as if given by or to said party. 23. SOLE AND ENTIRE AGREEMENT. This Agreement supersedes all prior discussions and agreements between the parties in respect to the conveyance of the Property and constitutes the sole and entire Agreement between Seller and Buyer in respect thereto. 24. MODIFICATIONS. No alteration, amendment, change, or addition to this Agreement shall be binding upon either party hereto unless and until reduced to writing and signed by both parties. 25. ASSIGNMENT. This Agreement may not be assigned by either party without the written c s nt e other party and any attempt to assign this Agreement or any interest or right Page 8of15 Buyer's Initials Seller's Initials