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r ' <br /> entitle Seller to retain the Deposit as liquidated damages if the default is by Purchaser, <br /> and shall entitle Purchaser to a prompt return of the Deposit if the default is by Seller <br /> or as otherwise specified in this Agreement. Purchaser and Seller hereby acknowledge <br /> and agree that Seller's damages would be difficult or impossible to determine and that <br /> the amount of the Deposit is the parties' best and most accurate estimate of the <br /> damages Seller would suffer in the event the transaction provided for in this <br /> Agreement fails to close, and is reasonable under the circumstances existing as of the <br /> date of this Agreement. Purchaser and Seller agree that, except as otherwise set forth <br /> herein, Seller's right to retain the Deposit shall be the sole remedy of Seller in the <br /> event of a breach of this Agreement by Purchaser. Purchaser shall further have all <br /> other rights and remedies available at law and/or in equity in the event of a breach of <br /> this Agreement, including, without limitation, the right to sue for damages and the <br /> right of specific performance. <br /> 14.2. After Closing. After Closing, both Seller and Purchaser will have all <br /> remedies available at law or in equity to enforce any default by the other of any <br /> obligations under this Agreement that expressly survive Closing. The provisions of <br /> this Article 14 shall survive the Closing. <br /> 15. ACCESS EASEMENT AND FILL DIRT REMOVAL AGREEMENT. <br /> Seller and Purchaser each understand, acknowledge and agree that Seller and the City are <br /> concurrently entering into that certain"At=reement For The Donation Of Real Property' (the <br /> "Donation Agreement") pursuant to which Seller has agreed to donate to the City certain real <br /> property identified as Assessor Parcel No. 73100-00-273 and Assessor Parcel No. 73000-00- <br /> 154(collectively, the "Donation Parcels"), all pursuant to the terms of the Donation <br /> Agreement. The Donation Parcels comprise a rock, sand and gravel quarry operated by Seller <br /> and commonly referred to between the Parties as the Pike View Quarry. In connection with <br /> Seller's donation of the Donation Parcels to the City, Seller has agreed to use good faith <br /> efforts to amend the existing reclamation plan issued by the Department of Reclamation, <br /> Mining and Safety ("DRMS") for the Pike View Quarry for recreational uses in lieu of the <br /> wildlife uses currently contemplated by the existing reclamation plan (the "Amended <br /> Reclamation Plan"), and will be obligated under that Amended Reclamation Plan to complete <br /> certain remediation of the Donation Parcels as will be contemplated by the Amended <br /> Reclamation Plan. In connection therewith, Seller and Purchaser each understand, <br /> acknowledge and agree that the remediation of the Donation Parcels under the Amended <br /> Reclamation Plan will require the use of certain rill dirt, and Seller and Purchaser have agreed <br /> that Seller shall have the right, following the Closing. pursuant to the Access Easement and <br /> Fill Dirt Removal Agreement (defined below), to enter upon a portion of the 1.96 acre Tract 1 <br /> and a portion of the 87.9 acre Tract 3 of the Property (Tracts 1 and 3 are described on Exhibit <br /> A)and take fill dirt from such portions of Tract 1 and Tract 3 of the Property for use in the <br /> reclamation process for the Donation Parcels under the Amended Reclamation Plan, all <br /> pursuant to a grading and fill dirt removal plan for the Property to be agreed upon between <br /> Seller and Purchaser. In furtherance of the foregoing, Seller and Purchaser each agree to <br /> cooperate in good faith with one another in reaching agreement, on or before expiration of the <br /> Approval Period. of an Access Easement and Fill Dirt Removal Agreement(the"Access <br /> Fasement and Fill Dirt Removal Agreement'). Upon reaching final agreement upon the <br /> Access Easement and Fill Dirt Removal Agreement, Seller and Purchaser shall evidence their <br /> agreement upon such document in writing. Thereafter. Seller and Purchaser each agree that, <br /> concurrently with the Closing. Purchaser shall execute and deliver the Access Fasement and <br /> Fill Dirt Removal Agreement to the Title Company for recordation in the Records <br /> immediately following recordation of the Special Warranty Deed. in the event Seller and <br /> Purchaser are unable to reach agreement upon the final torm of Access Easement and Fill Dirt <br /> Castle ConcretcK'ontrait 2a 9 <br /> (\-7M)K(1 NNA-�;- II' <br />