Remedies

"After making diligent inquiry and investigation into the matters at issue, seller represents to purchaser that to the best of seller's knowledge and belief: a. Seller is the owner of the property free and clear of all encumbrances, occupancies or restrictions except for the permitted title exceptions. b. Seller has the exclusive right of occupancy and possession of the property. No other party has any deed, option or other conveyance of any right or interest in or to the property, except for the permitted title exceptions. c. Seller has not used, nor authorized, nor allowed the use of the property, and, to seller's knowledge, the property has not been used, for the handling, treatment, storage, disposal or release of any hazardous or toxic substance as defined under any applicable state or federal law or regulation including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (\"CERCLA\"), in amounts that would reasonably necessitate any response or corrective action, including any such action under CERCLA as amended, the Resource Conservation and Recovery Act, as amended, the Georgia Hazardous Waste Management Act, as amended, or any other applicable law or regulation. d. The property is free from special taxes or assessments, except those generally applicable to other properties in the tax district in which the property is located, and there is no pending or threatened special assessment or condemnation or eminent domain proceedings which would affect the property, or any part of the property. Time is expressly declared to be of the essence of this contract. The contract shall be executed and completed, and sale closed, on or before , or any other date as the parties may in writing agree to. Each party shall fully perform all obligations under this agreement at such times as to insure closing within the period specified in this agreement, or any extension of the period specified. Anything to the contrary in this agreement notwithstanding, the obligation of purchaser to consummate the closing of this transaction is subject to and conditioned on the satisfaction at or prior to closing of the following conditions precedent: a. The full and complete performance by seller of each and every agreement and covenant contained in this agreement to be performed by seller. b. Purchaser shall receive evidence satisfactory to purchaser that the property has not been used for the handling, treatment, storage or disposal of any hazardous or toxic substance as defined under any applicable state or federal laws or regulation including, but not limited to, CERCLA and the Georgia Hazardous Waste Management Act. In the event that the conditions stated above have not been satisfied by the closing date, purchaser shall be entitled to, at purchaser's option, terminate this agreement by written notice to seller. In the event that purchaser elects to terminate this agreement, then neither party shall have any further rights, obligations or liabilities under this agreement except to the extent that any right, obligation or liability expressly survives termination of the agreement. If purchaser fails or refuses to comply with the conditions assumed, or to perform all obligations under this agreement, seller has the option to hold and retain the initial deposit money and any additional funds paid or deposited by purchaser, as liquidated damages for breach of this contract, and cancel and terminate the contract, whereupon all rights and obligations under this agreement shall cease; or enforce this contract by appropriate action, including an action for specific performance, or for damages for breach, and retain all money paid or deposited by purchaser pending the determination of such action. Seller shall give purchaser written notice of election with respect to seller's exercise of either of these options. If seller fails or refuses to perform obligations under this agreement, including the furnishing of good title as defined in this agreement and transfer of possession, purchaser may either cancel the contract and recover all deposits and other amounts paid by purchaser under this agreement, and all expenses paid or incurred; or pursue any remedy available to purchaser, in law or equity, including an action to compel specific performance of this contract, or one for damages for breach, separately or alternatively. No right or interest of purchaser under this agreement shall be assigned without the prior written consent of seller, which consent shall not be unreasonably withheld. No modification of this contract shall be valid or binding unless such modification is in writing, duly dated and signed by both parties. This instrument constitutes the entire agreement between the parties. Neither party shall be bound by any terms, conditions, statements, or representations, oral or written, not contained in this agreement. Each party acknowledges that in executing this contract he or she has not been induced, persuaded, or motivated by any promise or representation made by the other party, unless expressly set forth in this agreement."