O-1998-2234 - Laserfiche WebLink

Browse Search

e e ARTICLE III DEFAULT AND REMEDIES Section 3.1: Default. The following shall be considered a default under this Sale Agreement: (a) the failure of LPAWA to pay the Down Payment to GCWA on or before the First Payment Date; or (b) the failure of LPAWA to pay the full amount of the Purchase Price to the Escrow Agent for the account of GCWA, as set forth in Section 2.1 (c) hereof. (c) the failure of GCWA and/or Galveston to perform and observe in a timely manner any of the covenants contained in Section 2(a) or (b) of this Sale Agreement if such failure is not cured within sixty (60) days after notice specifying such default is given to GCWA and Galveston. (d) the Transfer Date has not occurred by May 1, 2002. Section 3.2: Remedies Upon Default (a) It is not intended hereby to specify (and this Sale Agreement shall not be construed as specifying) an exclusive remedy for any default, but all remedies existing at law or in equity (including specific performance) may be availed of by either party and shall be cumulative. (b) Notwithstanding the aforesaid, Galveston and LPAWA acknowledge that GCWA has entered into this Sale Agreement as an accommodation to Galveston, and GCWA, its officers, directors, agents employees and customers will obtain no individual benefit and have no individual liability for fulfilling its public purpose of acting as a financing conduit for the benefit of Galveston. LPAWA's remedies against GCWA for a default under Section 3.1 (c) shall be limited to specific performance. (c) Notwithstanding the aforesaid, Galveston and GCWA acknowledge that LPAWA has entered into this Sale Agreement as an accommodation to the City of La Porte, Texas, and LPAWA, its officers, directors, agents employees and customers will obtain no individual benefit and have no individual liability for fulfilling its public purpose of acting as a financing conduit for the benefit of the City of La Porte. GCWA's remedies against LPAWA for a default under Section 3.1 (a) or 3.1 (b) shall be limited to specific performance. (d) Notwithstanding anything in this Section 3.2 to the contrary, in the case of the occurrence and continuance of a default under Section 3.1 (d), GCWA and Galveston shall not be required to transfer LPAWA's Interest to LPAWA so long as Galveston is not able to obtain a supply of potable water from the South Project and GCWA shall immediately refund the Down Payment paid the by LPAWA plus accrued interest thereon at 5% per annum calculated on a year of 360 days from date of Down Payment to date of refund. Before proceeding to a suit at law after a default under Section 3.1 (d) the parties agree to enter into non-binding mediation of the issues in dispute for a period not to exceed ninety (90) days. The parties shall agree on the independent mediator. 5