Res 2006-110 - Laserfiche WebLink

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the event this Agreement is terminated under this Section 14, (i) Seller shall deliver one-half (112) of the Earnest Money to Buyer and one-half (1/2) of the Earnest Money to Hays County, and (ii) Buyer shall pay Seller the Holding Cost Reimbursement (calculated through the earlier of May 16, 2008 or the date of termination) within thirty (30) days of Buyer's receipt of an invoice submitted by Seller, and thereafter neither party shall have any rights or liabilities against or to the other. 15. NON-FOREIGN STATUS AFFIDAVIT. Seller agrees to furnish to Buyer an Affidavit setting out Seller's non-foreign status, in accordance with the requirements of the Tax Reform Act of 1984, Section 1445 of the Internal Revenue Code. Such Affidavit will be furnished to Buyer at or before closing. 16. MERGER. Any covenant or agreement herein which contemplates performance after the time of closing of this transaction shall not be deemed to be merged into or waived by the instruments of closing and shall expressly survive and be binding upon the parties obligated thereby. 17. AGREEMENT FOR MEDIATION. The parties to this Agreement agree to negotiate in good faith in an effort to resolve any dispute related to this Agreement that may arise between the parties or between a party and a broker, if any. If the dispute cannot be resolved by negotiation, the dispute shall be submitted to mediation before resort to litigation. If the need for mediation arises, a mutually acceptable mediator shall be chosen by the parties to the dispute who shall share the cost of mediation services equally. 18. ATTORNEYS' FEES. In the event of any breach or default hereof by a party, the non- defaulting party shall be entitled 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. 19. ASSIGNMENT; SUCCESSORS AND ASSIGNS. Buyer may assign this Agreement to any other person or entity that (i) is reasonably acceptable to Seller in its sole discretion, including, without limitation, Seller's determination that the assignee does not have a real or perceived conflict of interest with Seller after reviewing the "Disclosure Form" executed by assignee in the form attached hereto as Exhibit B, and (ii) agrees in writing to be bound by the provisions of this Agreement as Buyer hereunder; provided, however, that in the event of such assignment, (i) the City of San Marcos shall pay Seller the Holding Cost Reimbursement (calculated through the date of assignment) within thirty (30) days of Buyer's receipt of an invoice submitted by Seller, (ii) the Holding Cost Reimbursement payable by assignee to Seller under Section 9 shall be calculated from the date of assignment through the closing, and (iii) for clarification purposes, the Earnest Money shall not be refunded or paid to the City of San Marcos but shall continue as a credit toward the purchase price under Section 9. Subject to this restriction on assignment, this Agreement and all of its terms and provisions shall be binding upon and inure to the benefit of Seller, and the successors and assigns of Seller, and Buyer, and the successors and assigns of Buyer. 20. COMPLETE AGREEMENT. This Agreement constitutes the sole and complete agreement between the parties and cannot be changed except by written amendment. No representation or 6