Common use of Purchaser Default Clause in Contracts

Purchaser Default. If Purchaser fails or refuses to perform any of its obligations set forth herein within the time required, which failure or refusal continues for ten (10) days after notice from Seller and which failure or refusal is not waived by Seller or cured, for any reason other than the termination of this Contract pursuant to a right to terminate expressly set forth herein or Seller’s failure to perform Seller’s obligations hereunder, then Seller, as Seller’s sole and exclusive remedy, may terminate this Contract by giving written notice thereof to Purchaser prior to or at the Closing, whereupon neither Purchaser nor Seller shall have any further rights or obligations to the other hereunder (other than Purchaser’s obligations to Seller set forth in Section 10 hereof), and the Title Company shall deliver the ▇▇▇▇▇▇▇ Money (or so much thereof as has been deposited) to Seller, which shall constitute liquidated damages hereunder free of any claims by Purchaser or any other person with respect thereto. It is agreed that the ▇▇▇▇▇▇▇ Money to which Seller may be entitled hereunder is a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach, that the harm that would be caused by such breach is one that is impossible or very difficult to ascertain but that the ▇▇▇▇▇▇▇ Money is a reasonable estimation thereof, and that the payment of the ▇▇▇▇▇▇▇ Money upon such breach (other than a breach of Purchaser’s obligations to Seller set forth in Section 10 hereof) shall constitute full satisfaction of Purchaser’s obligations hereunder after default by Purchaser.

Purchaser Default. If If, on the Closing Date, (i) Purchaser fails or refuses to perform is in default of any of its obligations set forth hereunder, or (ii) any of Purchaser's representations or warranties made herein within are untrue, inaccurate or incorrect in any material respect, or (iii) any condition to the time requiredobligation of Seller to close hereunder has not been satisfied as a result of the failure by Purchaser to perform its obligations under this Agreement, or otherwise, then Seller may elect as its sole remedy, after first having given Purchaser notice and one (1) Business Day's opportunity to cure the same, either to (x) terminate this Agreement by written notice to Purchaser and the Escrow Agent, promptly after which failure the Deposit with any accrued interest thereon shall be paid over to Seller, (y) waive such default, misrepresentation or refusal continues for ten condition and proceed to close the transaction under this Agreement, or (10z) days after notice from Seller and which failure or refusal is not waived by Seller or cured, for any reason other than the termination seek specific performance of this Contract pursuant to a right to terminate expressly set forth herein or Seller’s failure to perform Seller’s obligations hereunderAgreement. If this Agreement is so terminated, then SellerSeller shall be entitled immediately to the proceeds of the Deposit plus any interest accrued thereon as liquidated damages (and Purchaser shall so instruct the Title Company in writing), as Seller’s sole and exclusive remedy, may terminate thereafter neither party to this Contract by giving written notice thereof to Purchaser prior to or at the Closing, whereupon neither Purchaser nor Seller Agreement shall have any further rights or obligations to the other hereunder (other than Purchaser’s obligations to Seller any arising under any Section herein which expressly provides that it survives the termination of this Agreement. The amount of liquidated damages set forth in Section 10 hereof)this SECTION 11.1 shall be for all loss, damage and the Title Company shall deliver the ▇▇▇▇▇▇▇ Money (or so much thereof as has been deposited) to expense suffered by Seller, which shall constitute liquidated damages hereunder free including, without limitation, the loss of any claims by Purchaser or any other person with respect thereto. It is its bargain, it being agreed that the ▇▇▇▇▇▇▇ Money Seller's damages are difficult if not impossible to which Seller may be entitled hereunder is a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach, that the harm that would be caused by such breach is one that is impossible or very difficult to ascertain but that the ▇▇▇▇▇▇▇ Money is a reasonable estimation thereof, and that the payment of the ▇▇▇▇▇▇▇ Money upon such breach (other than a breach of Purchaser’s obligations to Seller set forth in Section 10 hereof) shall constitute full satisfaction of Purchaser’s obligations hereunder after default by Purchaserascertain.

Purchaser Default. If The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails or refuses defaults in its obligation to perform any consummate the purchase of its obligations set forth herein within the time required, which failure or refusal continues for ten (10) days after notice from Seller and which failure or refusal is not waived by Seller or cured, Property on the Closing Date for any reason other than a default by Seller or the termination failure of this Contract pursuant any condition to a right to terminate Closing expressly set forth herein herein, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such breach or Seller’s failure default by Purchaser. Consequently, if Purchaser defaults in its obligation to perform Seller’s obligations hereunderconsummate the purchase of the Property on the Closing Date and Seller is not then in default hereunder and all conditions to Closing of Purchaser set forth in Section 8.1 hereof have been satisfied, then Seller, as Seller’s its sole and exclusive remedy, may shall be entitled to terminate this Contract Agreement by giving written notice thereof to Purchaser prior to or at the Closing, whereupon in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser nor Seller shall will have any further rights or obligations under this Agreement, except for any obligations that expressly survive termination. In no event whatsoever shall Seller be entitled to the other hereunder (any damages, rights or remedies against Purchaser as a result of any default or breach of any representation or warranty of Purchaser hereunder, other than Purchaser’s obligations to Seller retaining the Deposit as specifically set forth in this Section 11.2. The provisions of this Section 11.2 shall not in any manner limit or otherwise condition any of the representations or warranties of Purchaser set forth in Section 10 6.2.3 hereof), and the Title Company shall deliver the ▇▇▇▇▇▇▇ Money (or so much thereof as has been deposited) to Seller, which shall constitute liquidated damages hereunder free of any claims by Purchaser or any other person with respect thereto. It is agreed that the ▇▇▇▇▇▇▇ Money to which Seller may be entitled hereunder is a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach, that the harm that would be caused by such breach is one that is impossible or very difficult to ascertain but that the ▇▇▇▇▇▇▇ Money is a reasonable estimation thereof, representations and that the payment of the ▇▇▇▇▇▇▇ Money upon such breach (other than a breach of Purchaser’s obligations to Seller warranties set forth in such Section 10 hereof) 6.2.3 shall constitute full satisfaction of Purchaser’s obligations hereunder after default by Purchasersurvive the Closing.

Purchaser Default. If The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails to consummate the purchase of the Property as required hereunder but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such breach and/or failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date and otherwise in accordance with the requirements of Section 9 hereof, including payment of the Purchase Price and delivery of all documents or refuses instruments required to perform any of its obligations set forth herein within the time requiredbe delivered by Purchaser at Closing as provided herein, which failure or refusal continues for ten (10) days after notice from then Seller and which failure or refusal is not waived by Seller or cured, for any reason other than the termination of this Contract pursuant to a right shall be entitled to terminate expressly set forth herein or Seller’s failure to perform Seller’s obligations hereunder, then Seller, as Seller’s sole and exclusive remedy, may terminate this Contract Agreement by giving written notice thereof to Purchaser prior to or at the Closing, whereupon in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser nor Seller shall will have any further rights or obligations to the other hereunder (other than Purchaser’s under this Agreement, except for any obligations that expressly survive termination. Nothing contained herein shall constitute a waiver by Seller of any damages, rights or remedies which may be available to Seller set forth against Purchaser at law or in Section 10 hereof), and the Title Company shall deliver the ▇▇▇▇▇▇▇ Money (or so much thereof equity as has been deposited) to Seller, which shall constitute liquidated damages hereunder free a result of any claims material breach of a representation or warranty or other material default of Purchaser hereunder, all of which are hereby expressly reserved by Purchaser Seller; provided, however, nothing contained herein shall entitle Seller to consequential or punitive damages or any other person with respect thereto. It is agreed that the ▇▇▇▇▇▇▇ Money to which Seller may be entitled hereunder is a reasonable forecast sums in excess of just compensation for the harm that would be caused by PurchaserSeller’s breach, that the harm that would be caused by such breach is one that is impossible or very difficult to ascertain but that the ▇▇▇▇▇▇▇ Money is a reasonable estimation thereof, and that the payment of the ▇▇▇▇▇▇▇ Money upon such breach (other than a breach of Purchaser’s obligations to Seller set forth in Section 10 hereof) shall constitute full satisfaction of Purchaser’s obligations hereunder after default by Purchaseractual damages.

Purchaser Default. If lf, after the Approval Date, Purchaser fails shall fail or refuses refuse to perform any purchase the Property in violation of its Purchaser's obligations set forth herein within the time required, which failure or refusal continues for ten (10) days after notice from Seller and which failure or refusal is not waived by Seller or cured, hereunder for any reason other than a default by Seller under this Agreement or a failure of condition including the Conditions Precedent to Closing pursuant to Section 6, above, and provided that Seller is then ready, willing and able to proceed to Closing, has performed all of its material obligations hereunder and all Conditions Precedent to Closing hereunder have been satisfied (and Seller's delivery of its documents required for Closing into escrow pending Purchaser's performance shall be deemed to satisfy the foregoing requirements), Seller shall have as its sole remedy the right to terminate this Agreement and receive the full amount of the Deposit and all interest earned thereon pursuant to the Escrow Agreement. Seller and Purchaser acknowledge and agree that (a) it would be extremely difficult to accurately determine the amount of damages suffered by Seller as a result of Purchaser's default hereunder; (b) the Deposit constitutes a fair and reasonable amount to be received by Seller as agreed and liquidated damages for Purchaser's default under this Agreement, as well as a fair, reasonable and customary amount to be paid as liquidated damages to a seller in an arm's length transaction of the type contemplated by this Agreement upon a default by the purchaser thereunder; (c) receipt by Seller of the Deposit upon Purchaser's default hereunder shall not constitute a penalty or a forfeiture; and (d) Seller waives all other claims for damages except for any claims of indemnification which survive termination of this Contract pursuant to a right to terminate expressly set forth herein or Seller’s failure to perform Seller’s obligations hereunder, then Seller, as Seller’s sole and exclusive remedy, may terminate this Contract by giving written notice thereof to Purchaser prior to or at the Closing, whereupon neither Purchaser nor Seller shall have any further rights or obligations to the other hereunder (other than Purchaser’s obligations to Seller set forth in Section 10 hereof), and the Title Company shall deliver the ▇▇▇▇▇▇▇ Money (or so much thereof as has been deposited) to Seller, which shall constitute liquidated damages hereunder free of any claims by Purchaser or any other person with respect thereto. It is agreed that the ▇▇▇▇▇▇▇ Money to which Seller may be entitled hereunder is a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach, that the harm that would be caused by such breach is one that is impossible or very difficult to ascertain but that the ▇▇▇▇▇▇▇ Money is a reasonable estimation thereof, and that the payment of the ▇▇▇▇▇▇▇ Money upon such breach (other than a breach of Purchaser’s obligations to Seller set forth in Section 10 hereof) shall constitute full satisfaction of Purchaser’s obligations hereunder after default by PurchaserAgreement.

Purchaser Default. If (i) Purchaser fails shall default in the payment of the Purchase Price or refuses if Purchaser shall default in the performance of any of its other obligations to perform be performed on the Closing Date, or (ii) Purchaser shall default in the performance of any of its obligations set forth herein within to be performed prior to the time requiredClosing Date and, which failure or refusal continues with respect to any default under this clause (ii) only, such default shall continue for ten (10) days after notice from to Purchaser, Seller's sole remedy by reason thereof shall be retain the Deposit (and any interest earned thereon), as liquidated damages for Purchaser's default hereunder (it being agreed that the damages by reason of Purchaser's default are difficult, if not impossible, to ascertain and the Deposit (and any interest earned thereon) is a reasonable estimate of Seller's actual damages in such event), and upon such receipt of the Deposit this Agreement shall be terminated and thereafter Purchaser and Seller and which failure shall have no further rights or refusal is not waived by Seller or cured, obligations under this Agreement except for any reason other than those that are expressly provided in this Agreement to survive the termination of hereof. If Seller terminates this Contract Agreement pursuant to a right given to terminate expressly set forth herein it hereunder and Purchaser takes any action which interferes with Seller's ability to sell, exchange, transfer, lease, dispose of or Seller’s failure to perform Seller’s obligations hereunderfinance the Property or takes any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Property), then Seller, as Seller’s sole the named Purchaser (and exclusive remedy, may terminate this Contract by giving written notice thereof to Purchaser prior to or at the Closing, whereupon neither Purchaser nor Seller shall have any further rights or obligations to the other hereunder (other than Purchaser’s obligations to Seller set forth in Section 10 hereof), and the Title Company shall deliver the ▇▇▇▇▇▇▇ Money (or so much thereof as has been deposited) to Seller, which shall constitute liquidated damages hereunder free of any claims by Purchaser or any other person with respect thereto. It is agreed that the ▇▇▇▇▇▇▇ Money to which Seller may be entitled hereunder is a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach, that the harm that would be caused by such breach is one that is impossible or very difficult to ascertain but that the ▇▇▇▇▇▇▇ Money is a reasonable estimation thereof, and that the payment of the ▇▇▇▇▇▇▇ Money upon such breach (other than a breach assignee of Purchaser’s obligations to Seller set forth in Section 10 hereof's interest hereunder) shall constitute full satisfaction be liable for all loss, cost, damage, liability or expense (including, without limitation, reasonable attorneys' fees, court costs and disbursements and consequential damages) incurred by Seller by reason of Purchaser’s obligations hereunder after default such action to contest by Purchaser.

Purchaser Default. If If, prior to Closing, Purchaser materially breaches or fails or refuses to perform any of its obligations set forth covenants herein within the time requiredin any material respect and as a result thereof fails to close as required by this Agreement, which and such breach or failure or refusal continues shall continue for ten a period of fifteen (1015) days Business Days after written notice thereof from Seller specifying to which Facility the default applies and which failure or refusal is not waived by Seller or cured, for any reason the specific nature of the default (other than a failure to deliver the termination Portfolio Purchase Price upon satisfaction of Purchaser’s Conditions Precedent for which no cure period shall be given), the parties stipulate and agree that actual damages may be difficult, if not impossible, to compute. Consequently, in the event of any such material breach or failure by Purchaser pursuant to this Section, then, provided that Sellers are not then in material breach of any provision of this Contract pursuant to a right to terminate expressly set forth herein or Seller’s failure to perform Seller’s obligations hereunderAgreement, then Seller, as Seller’s Sellers’ sole and exclusive remedyremedy (except to the extent caused by any acts or omissions constituting fraud by Purchaser) at law, may in equity or otherwise shall be either to (a) terminate this Contract Agreement in its entirety and retain the Deposit (plus any accrued interest thereon) as fixed, agreed and liquidated damages and not as a penalty, or (b) terminate this Agreement only as to the specific Facility as to which Purchaser is in default, by giving written notice thereof to Purchaser prior to or at the Closing, whereupon in which event an amount equal to the amount of Deposit allocable to the Facility which is the subject of such default of Purchaser shall be paid to Sellers as fixed, agreed and liquidated damages and not as a penalty, and after the payment of such portion of the Deposit to Sellers, neither Sellers nor Purchaser nor Seller shall will have any further rights or obligations under this Agreement with respect to such Facility, except for any obligations that expressly survive termination. In the other hereunder event that Sellers elect to terminate this Agreement in its entirety, then upon Sellers’ receipt of the Deposit (other than Purchaser’s obligations to Seller set forth in Section 10 hereofplus any accrued interest thereon), (i) all rights and obligations of Purchaser and Sellers under this Agreement shall expire, except for such provisions as expressly survive the Title Company shall deliver expiration or the ▇▇▇▇▇▇▇ Money termination hereof; and (or so much thereof as has been depositedii) Sellers hereby waive any right to Seller, which shall constitute liquidated damages hereunder free of any claims by Purchaser or any other person with respect thereto. It is agreed that the ▇▇▇▇▇▇▇ Money to which Seller may be entitled hereunder is a reasonable forecast of just compensation action for the harm that would be caused by Purchaser’s breach, that the harm that would be caused by such breach is one that is impossible or very difficult to ascertain but that the ▇▇▇▇▇▇▇ Money is a reasonable estimation thereof, and that the payment of the ▇▇▇▇▇▇▇ Money upon such breach (other than a breach specific performance of Purchaser’s obligations under this Agreement and any other remedies at law or in equity. Notwithstanding the foregoing, nothing in this Section 10.02 shall be deemed to Seller set forth limit Sellers’ recovery in connection with the indemnity provided by Purchaser in Section 10 hereof) shall constitute full satisfaction 3.04 of Purchaser’s obligations hereunder after default by Purchaserthis Agreement.

Purchaser Default. If The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails to consummate the purchase of the Property if and when required to do so under the terms of this Agreement, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date or refuses fails to perform any of its other covenants hereunder in any material respect, or otherwise defaults in its obligations set forth herein within the time requiredhereunder, which failure or refusal continues for then Purchaser shall have ten (10) days after Business Days from the date of receipt of notice from Seller to cure such breach (provided that no notice from Seller shall be required and which failure or refusal is Purchaser shall not waived by Seller or cured, for have any reason other than the termination of this Contract pursuant cure period with respect to a right failure by Purchaser to pay the balance due of the Purchase Price by the time required hereunder). If Purchaser fails to cure such breach within such ten (10) Business Day period, Seller shall be entitled to terminate expressly set forth herein or Seller’s failure to perform Seller’s obligations hereunder, then Seller, as Seller’s sole and exclusive remedy, may terminate this Contract Agreement by giving written notice thereof to Purchaser and Escrow Agent prior to or at on the ClosingClosing Date, whereupon in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser nor Seller shall will have any further rights or obligations to under this Agreement, except for any obligations that expressly survive termination. Notwithstanding the other hereunder (other than Purchaser’s obligations to Seller set forth in Section 10 hereof)foregoing, and the Title Company shall deliver the ▇▇▇▇▇▇▇ Money (or so much thereof as has been deposited) to Seller, which shall constitute aforementioned liquidated damages hereunder free of any claims by shall not apply to or limit the indemnity provisions attributable to Purchaser or any other person with respect thereto. It is agreed that the ▇▇▇▇▇▇▇ Money to which Seller may be entitled hereunder is a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach, that the harm that would be caused by such breach is one that is impossible or very difficult to ascertain but that the ▇▇▇▇▇▇▇ Money is a reasonable estimation thereof, and that the payment of the ▇▇▇▇▇▇▇ Money upon such breach (other than a breach of Purchaser’s obligations to Seller set forth in Section 10 hereof) shall constitute full satisfaction of Purchaser’s obligations hereunder after default by Purchaserunder this Agreement.

Purchaser Default. If there is a Purchaser fails or refuses Default prior to perform any the consummation of its obligations set forth herein within the time requiredClosing, which failure or refusal continues for ten (10) days after notice from Seller then, at Sellers’ election and which failure or refusal is not waived by Seller or cured, for any reason other than the termination of this Contract pursuant to a right to terminate expressly set forth herein or Seller’s failure to perform Seller’s obligations hereunder, then Seller, as Seller’s sole and Sellers’ exclusive remedy, Sellers may terminate this Contract Agreement by giving written notice thereof to Purchaser, in which event Purchaser prior shall forfeit the Deposit to or at Sellers and Escrow Agent shall deliver the ClosingDeposit to Sellers as liquidated damages (the parties agreeing that (x) Sellers’ losses resulting from a termination due to a Purchaser Default would be difficult to quantify, whereupon neither and (y) such sum is not a penalty, but rather a reasonable measure of Sellers’ damages resulting from a termination due to a Purchaser nor Seller Default). SELLERS ACKNOWLEDGE AND AGREE THAT THIS SECTION 10.1 IS INTENDED TO AND DOES LIMIT THE REMEDIES AVAILABLE TO SELLERS AND SHALL BE SELLERS’ EXCLUSIVE REMEDIES AGAINST PURCHASER HEREUNDER AND BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A PURCHASER DEFAULT PRIOR TO THE CONSUMMATION OF THE CLOSING. For the purposes of this Agreement, the term “Purchaser Default” shall have any further rights or obligations mean the occurrence of either of the following: (x) the conditions to the other hereunder (other than Purchaser’s obligations to Seller consummate the Transactions set forth in Article VIII have been satisfied and Purchaser defaults on its obligations under Section 5.3; or (y) Purchaser defaults in any material respect on any of its other performance obligations under this Agreement or has breached any of the Purchaser’s Representations, such default or breach results in the closing conditions set forth in Section 10 hereof), 8.2 not being satisfied as of the Outside Closing Date and the Title Company shall deliver the ▇▇▇▇▇▇▇ Money (such default or so much thereof as has been deposited) to Seller, which shall constitute liquidated damages hereunder free of any claims by Purchaser or any other person with respect thereto. It is agreed that the ▇▇▇▇▇▇▇ Money to which Seller may be entitled hereunder is a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach, that the harm that would be caused by such breach is one that is impossible or very difficult to ascertain but that the ▇▇▇▇▇▇▇ Money is a reasonable estimation thereof, and that the payment of the ▇▇▇▇▇▇▇ Money upon such breach not cured within five (other than a breach of Purchaser’s obligations to Seller set forth in Section 10 hereof5) shall constitute full satisfaction of Purchaser’s obligations hereunder days after default by Purchaserwritten notice from Sellers.

Purchaser Default. If The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails to consummate the purchase of the Property if and when required to do so under the terms of this Agreement, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date or refuses fails to perform any of its other covenants in any material respect, or otherwise defaults in its obligations set forth herein within hereunder, then Seller shall give Purchaser written notice of such breach or default on or prior to the time required, which failure or refusal continues for Closing Date and Purchaser shall have ten (10) days after Business Days from the date of receipt of such notice from to cure such breach or default and the Closing Date shall be extended accordingly. If Purchaser fails to cure such breach or default within such ten (10) Business Day period, then Seller and which failure or refusal is not waived by Seller or cured, for any reason other than the termination of this Contract pursuant to a right shall be entitled to terminate expressly set forth herein or Seller’s failure to perform Seller’s obligations hereunder, then Seller, as Seller’s sole and exclusive remedy, may terminate this Contract Agreement by giving written notice thereof to Purchaser, in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser prior to or at the Closing, whereupon neither Purchaser nor Seller shall will have any further rights or obligations under this Agreement, except for any obligations that expressly survive termination, except that Seller shall have the right to the other hereunder (other than Purchaserpursue an action against Purchaser for Seller’s obligations to Seller set forth in Section 10 hereof)actual damages suffered on account of a default by Purchaser under Sections 5.1.5, 12.2, and the Title Company 15.17 of this Agreement; provided, however, nothing contained herein shall deliver the ▇▇▇▇▇▇▇ Money (entitle Seller to consequential or so much thereof as has been deposited) to Seller, which shall constitute liquidated punitive damages hereunder free of any claims by Purchaser or any other person sums in excess of Seller’s actual damages. The foregoing part of this Section 11.3 to the contrary notwithstanding, Purchaser shall not be entitled to any notice and right to cure with respect thereto. It is agreed that to those matters to be performed by Purchaser on the ▇▇▇▇▇▇▇ Money to which Seller may be entitled hereunder is Closing Date and as a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach, that the harm that would be caused by such breach is one that is impossible or very difficult to ascertain but that the ▇▇▇▇▇▇▇ Money is a reasonable estimation thereof, and that the payment part of the ▇▇▇▇▇▇▇ Money upon such breach (other than a breach of Purchaser’s obligations to Seller set forth in Section 10 hereof) shall constitute full satisfaction of Purchaser’s obligations hereunder after default by PurchaserClosing.