herein, and any fee, deposit or other payment to be delivered to a party herein, may be given to the party or to such party’s agent. Delivery of any notice to a party via means of electronic transmission shall be deemed complete at such time as the sender performs the final act to send such transmission, in a form capable of being processed by the receiving party’s system, to any electronic address provided for such party in the “Notice Information” section below. Seller and Buyer agree that the “Notice Information” and “Acknowledgment of Receipt of Monies” sections below shall not constitute a material part of this Contract , and that the addition or modification of any information therein shall not constitute a rejection of an offer or the creation of a counteroffer.
21. EXECUTION : This Contract may be signed in multiple originals or counterparts, all of which together constitute one and the same instrument.
22. COMPUTATION OF DAYS/TIME OF DAY : Unless otherwise provided, for purposes of this Contract , the term “days” shall mean consecutive calendar days, including Saturdays, Sundays, and holidays, whether federal, state, local or religious. For the purposes of calculating days, the count of “days” shall begin on the day following the day upon which any act or notice as provided in this Contract was required to be performed or made. Any reference to a date or time of day shall refer to the date and/or time of day in the State of North Carolina. 23. REMEDIES : (a) Breach by Buyer : In the event of material breach of this Contract by Buyer, Seller shall be entitled to any Earnest Money Deposit. The payment of any Earnest Money Deposit and any Due Diligence Fee to Seller (without regard to their respective amounts, including zero) toge ther shall serve as liquidated damages (“Liquidated Damages”) and as Seller’s sole and exclusive remedy for such breach, but without limiting Seller’s rights under Paragraphs 4(e) and 4(f) for damage to the Property. It is acknowledged by the parties that the amount of the Liquidated Damages is compensatory and not punitive, such amount being a reasonable estimation of the actual loss that Seller would incur as a result of a breach of this Contract by Buyer. The payment to Seller of the Liquidated Damages shall not constitute a penalty or forfeiture but actual compensation for Seller's anticipated loss, both parties acknowledging the difficulty of determining Seller’s actual damages for such breach. ( b) Breach by Seller : In the event of material breach of this Contract by Seller, Buyer may (i) elect to terminate this Contract as a result of such breach, and shall be entitled to return of both the Earnest Money Deposit and the Due Diligence Fee, together with the reasonable costs actually incurred by Buyer in connection with Buyer’s Due Diligence (“Due Diligence Costs”), or (ii) elect not to terminate and instead treat this Contract as remaining in full force and effect and seek the remedy of specific performance. (c) Attorneys’ Fees : If legal proceedings are brought by Buyer or Seller against the other to collect the Earnest Money Deposit, Due Diligence Fee, or Due Diligence Costs, the parties agree that a party shall be entitled to recover reasonable attorneys’ fees to the extent permitted under N.C. Gen. Stat. § 6-21.2. The parties acknowledge and agree that the terms of this Contract with respect to entitlement to the Earnest Money Deposit, Due Diligence Fee, or Due Diligence Costs each constitute an "evidence of indebtedness" pursuant to N.C. Gen. Stat. § 6-21.2.
NOTE: A party seeking recovery of attorneys’ fees under N.C. Gen. Stat. § 6 -21.2 must first give written notice to the other party that they have five (5) days from the mailing of the notice to pay the outstanding amount(s) without the attorneys’ fees.
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STANDARD FORM 2-T Revised 7/2022 © 7/2022
Buyer ’s initials ______ ______ Seller ’s initials ______ ______
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