Default by Buyer IF THE TRANSACTION HEREIN PROVIDED AS TO ANY PROPERTY OR PROPERTIES SHALL NOT CLOSE ON ACCOUNT OF BUYER’S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES OF BUYER, AND IF BUYER FAILS TO CURE SUCH DEFAULT OR BREACH WITHIN FIVE (5) DAYS AFTER WRITTEN NOTICE FROM SELLERS, THEN THE APPLICABLE SHARE OF THE ESCROW DEPOSIT SHALL BE DELIVERED TO SELLERS AS FULL COMPENSATION AND LIQUIDATED DAMAGES UNDER THIS AGREEMENT FOR SUCH FAILURE TO CLOSE (AND IF THE AGREEMENT SHALL NOT BE CLOSED IN ITS ENTIRETY, THEN THE ENTIRE ESCROW DEPOSIT SHALL BE DELIVERED TO SELLERS). IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLERS WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT THE PROPERTIES WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLERS SHOULD RECEIVE AS A RESULT OF BUYER’S BREACH OR DEFAULT. IN THE EVENT THE SALE OF THE PROPERTIES SHALL NOT BE CONSUMMATED ON ACCOUNT OF BUYER’S DEFAULT, THEN THE RETENTION OF THE ESCROW DEPOSIT (OR THE APPLICABLE SHARE THEREOF) SHALL BE SELLERS’ SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT BY REASON OF SUCH DEFAULT, SUBJECT TO THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE A TERMINATION OF THIS AGREEMENT.