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earnings thereon, shall be released to Buyer, free of all claims of Seller. Buyers' sole remedy <br /> shall be to retain the Earnest Money Deposit and earnings thereon as liquidated damages. <br /> 16. RIGHT TO CURE. <br /> The breach by either party of any representation or warranty under this <br /> Agreement or such party's failure to perform any covenant, condition or obligation hereunder <br /> shall constitute a default hereunder, and the non-breaching party may exercise its remedies, <br /> including termination of this Agreement, only if such breach or nonperformance continues more <br /> than five (5) business days following the date of notice by the other party specifying such breach <br /> or nonperformance. <br /> 17. AFFIDAVIT OF NON-FOREIGN STATUS; IRS FORM 1099B. <br /> Seller shall deliver or cause to be delivered to Escrow Agent at the Close of <br /> Escrow an affidavit executed by Seller under penalty of perjury setting forth Seller's taxpayer <br /> identification number and stating that Seller is not a foreign person, in accordance with Internal <br /> Revenue Code Section 1445(b)(2). Seller shall also execute and deliver to Escrow Agent at the <br /> Close of Escrow a copy of IRS Form 1099B for filing by Escrow Agent with the Internal <br /> Revenue Service (the "IRS"). Escrow Agent, as the party responsible for closing the transaction <br /> contemplated hereby within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code <br /> of 1986, as amended (the "code"), is instructed to file all necessary information reports, returns <br /> and statements (collectively the "reports") regarding the transaction required by the Code, <br /> including, but not limited to, the reports required pursuant to Section 6045 of the Code. <br /> 18. CLOSING PROTECTION LETTER. <br /> If Escrow Agent acts as an agent for an underwriter and does not issue policies of <br /> title insurance, Escrow Agent agrees that, as a condition to acting as the escrow agent for this <br /> transaction, it shall cause its underwriter (the "title insurer") to issue to Seller and Buyer, within <br /> twenty (20) days after the Opening of Escrow, an escrow and closing protection letter, insured <br /> escrow and closing service, or statement of service responsibility in written form satisfactory to <br /> both Seller and Buyer. <br /> 19. MISCELLANEOUS. <br /> A. This Agreement and the exhibits attached hereto or to be attached hereto, <br /> embody the entire agreement between the parties in connection with this transaction, and there <br /> are no oral agreements existing between the parties relating to this transaction that are not <br /> expressly set forth herein and covered hereby; this Agreement may not be modified except in a <br /> writing signed by all parties. <br /> B. Time is of the essence of this Agreement. <br /> C. In the event either party hereto fails to perform any of its obligations under <br /> io <br />