Common use of Purchaser’s Default Clause in Contracts

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s 's obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s 's default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s 's probable loss in the event of default by Purchaser. Seller’s 's retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s 's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s 's liability for Purchaser’s 's obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this AgreementAgreement or for Purchaser's obligation to pay to Seller all attorneys' fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s 's actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s the probable loss of Seller in the event of default by Purchaser. Seller’s The retention by Seller of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants covenant that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorney’s fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate the sale and purchase of the Property contemplated by this transaction for any reason other than SellerAgreement is not consummated because of Purchaser’s intentional and willful default, failure of a condition or refusal to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted hereinperform hereunder, Seller shall be entitled, as its sole and exclusive remedy hereunderhereunder or otherwise, to terminate this Agreement and to receive and retain payment of the ▇▇▇▇▇▇▇ Money Money, with interest thereon, as full and complete liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is difficult or impossible to estimate more precisely or accurately the damages which might be suffered by Seller upon Purchaser’s default, and that said . Seller’s receipt of the ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇▇▇▇▇▇▇ Money Money, with interest thereon, is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money such sums as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (ai) for specific performance of this Agreement, or (bii) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreementsuch sums. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or to seek or claim a refund of said ▇▇▇▇▇▇▇ Money such sums (or any part thereof) on the grounds it that such amount is unreasonable in amount and exceeds Seller’s actual damages or that its the retention of such sums by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. The parties further acknowledge and agree that the liquidated damages provided herein is a reasonable pre-estimate of Seller’s probable loss resulting from Purchaser’s default. The foregoing provisions shall not limit, modify, impair, diminish or abrogate the obligations and indemnities of Purchaser under Sections 8.1 and 17.2 hereof in the event of the Closing.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole and exclusive remedy hereunder, to terminate this Agreement and to receive and retain the ▇E▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇E▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s The retention by Seller of said ▇E▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇E▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇E▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 3.4 and 10.1 11.1 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorney’s fees and costs of Seller to enforce the provisions of this Section 9.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ Seller or seek or claim a refund of said ▇E▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than Seller’s intentional and willful defaultthe default of one or both Sellers, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller Sellers shall be entitled, as its their sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller Sellers upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s the probable loss of Sellers in the event of default by Purchaser. Seller’s The retention by Sellers of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s the sole and exclusive remedy of Sellers in the event of default hereunder by Purchaser, and Seller Sellers hereby waives waive and releases release any right to (and hereby covenants covenant that it they shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this AgreementAgreement or for Purchaser’s obligation to pay to Sellers all attorneys’ fees and costs of Sellers to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller ▇▇▇▇▇▇▇ or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Sellers or that its retention by Seller Sellers constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If all of the conditions to the obligations of Purchaser to consummate the transactions contemplated by this Agreement are satisfied in full and Purchaser fails to so consummate this transaction for any reason other than Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise transactions contemplated by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement on the date for performance provided herein or in accordance with the provisions of Article 8, then Stayton shall give Purchaser written notice thereof and opportunity to receive cure and retain the if Purchaser does not cure within two (2) business days thereafter, then ▇▇▇▇▇▇▇'▇ Money as full liquidated damages for sole and exclusive remedy shall be to elect to terminate this Agreement by giving notice of such default of Purchasertermination to Purchaser and the Escrow Agent, whereupon this Agreement will be terminated, the parties hereto acknowledging Escrow Agent shall disburse the balance of the Deposit to Stayton, and neither party shall have any further rights or obligations under this Agreement except as expressly provided herein. Purchaser and Stayton agree that it is impossible would be impractical and extremely difficult to estimate more precisely the damages which might that Stayton may suffer. Therefore, Purchaser and Stayton agree that a reasonable estimate of the total net detriment that Stayton would suffer in the event that Purchaser defaults and fails to complete the purchase of the Property is and shall be suffered by Seller upon Purchaser’s defaultthe then face amount of the Deposit, and that said ▇▇▇▇▇▇▇'▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy (whether at law or in equity), shall be to receive proceeds from the Deposit as provided herein and if such Deposit is non-negotiable or has been cancelled or terminated, good funds in the face amount of the Deposit. The Deposit will be the full, agreed and liquidated damages in the event of default hereunder by Purchaser, that Purchaser defaults and Seller hereby waives and releases any right fails to (and hereby covenants that it shall not) ▇▇▇ complete the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess purchase of the ▇▇▇▇▇▇▇ MoneyProperty. The foregoing payment of the Deposit as liquidated damages provision shall is not apply intended as a forfeiture or penalty, but is intended to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right constitute liquidated damages to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damagesStayton.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇E▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇E▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇E▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇E▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇E▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all reasonable attorneys’ fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ Seller or seek or claim a refund of said ▇E▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser defaults under this Agreement or otherwise fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its their sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s the probable loss of Seller in the event of default by Purchaser. Seller’s The retention by Seller of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants covenant that it they shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 3.6 and 10.1 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorneys’ fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser defaults under this Agreement or otherwise fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it Seller shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorneys’ fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s 's obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇Earnest Money as full liquid▇▇▇▇ Money as full liquidated damages ▇▇mages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s 's default, and that said Earnest Money is a reasonabl▇ ▇▇▇▇▇▇▇ Money is a reasonable estimate ate of Seller’s the probable loss of Seller in the event of default by Purchaser. Seller’s The retention by Seller of said ▇▇▇▇▇▇▇ Earnest Money is intended not as a no▇ ▇▇ ▇ penalty, but as full liquidated damages. The right to retain the ▇▇▇Earnest Money as full liquid▇▇▇▇ Money as full liquidated damages ▇▇mages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants covenant that it shall not) ▇▇▇ sue the Purchaser: (a) for specific s▇▇▇ific performance of this Agreement, or (b) to recover actual damages in excess of the Earnest Money. The foregoing ▇▇▇▇▇▇▇ Money. The foregoing liquidated ated damages provision shall not apply to or limit Purchaser’s 's liability for Purchaser’s 's obligations under Sections 3.1(bSECTIONS 3.1(B), 3.1(c3.1(C), 3.7 3.5 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ sue Seller or seek or claim a refund ▇ ▇efund of said Earnest Money (or any part t▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than Seller’s intentional and willful 's default, failure of a condition to Purchaser’s 's obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money then on deposit with Seller as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s 's default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s 's probable loss in the event of default by Purchaser. Seller’s 's retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money then on deposit with Seller as full liquidated damages is Seller’s 's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s 's liability for Purchaser’s 's obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or the Company or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s 's actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate the sale and purchase of the Property contemplated by this transaction for any reason other than Seller’s intentional and willful Agreement is not consummated because of Purchaser's default, failure of a condition or refusal to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted hereinperform hereunder, Seller shall be entitled, as its sole and exclusive remedy hereunderhereunder or otherwise, to terminate this Agreement and to receive and retain payment of the ▇E▇▇▇▇▇▇ Money Money, with interest thereon, as full and complete liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is difficult or impossible to estimate more precisely or accurately the damages which might be suffered by Seller upon Purchaser’s 's default, and that said ▇. Seller's receipt of the E▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇▇▇▇▇▇▇ Money Money, with interest thereon, is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money such sums as full liquidated damages is Seller’s 's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ the Purchaser: (ai) for specific performance of this Agreement, or (bii) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreementsuch sums. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ Seller or to seek or claim a refund of said ▇▇▇▇▇▇▇ Money such sums (or any part thereof) on the grounds it that such amount is unreasonable in amount and exceeds Seller’s 's actual damages or that its the retention of such sums by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. The parties further acknowledge and agree that the liquidated damages provided herein is a reasonable pre-estimate of Seller's probable loss resulting from Purchaser's default. Notwithstanding the foregoing or anything to the contrary in this Agreement, Seller's receipt and acceptance of the E▇▇▇▇▇▇ Money shall not prejudice, waive or in any manner affect any and all remedies available at law, in equity, or hereunder with respect to enforcing Purchaser's obligations that expressly survive cancellation or termination of this Agreement.

Purchaser’s Default. If Purchaser fails to consummate purchase the Asset in accordance with this transaction Agreement for any reason other than Seller’s intentional and willful 's material default, failure of a condition to Purchaser’s 's obligation to closeclose (after giving effect to any applicable notice and cure rights set forth in Section 6.1) or Seller's or Purchaser's permitted termination of this Agreement as expressly provided in this Agreement (other than by reason of a Purchaser default), or the exercise by then Purchaser of an express right of termination granted herein, shall be deemed to be in default hereunder and Seller shall be entitled, as its sole remedy hereunderas a result thereof, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the . The parties hereto acknowledging acknowledge that it is impossible to estimate more precisely the damages which that Seller might be suffered by Seller upon suffer due to Purchaser’s default's default of such purchase obligation, and that said the ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s 's probable loss in the event of a Purchaser default by Purchaserin its obligation to purchase the Asset. Seller’s 's retention of said the ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damagesdamages pursuant to O.C.G.A. § 13-6-7 (and under any other statute and common law principle as may be deemed applicable to the recovery of damages under this Agreement). The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s 's sole and exclusive remedy in the event of Purchaser's default hereunder by Purchaserin its obligation to purchase the Asset, and Seller hereby waives and releases any right in such instance to (and hereby covenants that it shall will not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s 's liability for Purchaser’s 's obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 this Agreement other than Purchaser's obligation to purchase the Asset or any of this AgreementPurchaser's obligations under any of the Closing Documents. Purchaser hereby waives and releases any right to (and hereby covenants that it shall will not) ▇▇▇ Seller or seek or claim a refund of said the ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s 's actual damages or that its retention by Seller of the ▇▇▇▇▇▇▇ Money constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this ------------------- transaction for any reason other than Seller’s 's intentional and willful default, failure of a condition to Purchaser’s 's obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s 's default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s 's probable loss in the event of default by Purchaser. Seller’s 's retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s 's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s 's liability for Purchaser’s 's obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s 's actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate the transaction contemplated by this transaction Agreement for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser or Seller of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s the probable loss of Seller in the event of default by Purchaser. Seller’s The retention by Seller of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller Seller, upon receipt of the ▇▇▇▇▇▇▇ Money and all costs incurred to receive the same, hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b2.1(c), 3.1(c2.1(d), 3.7 2.7 and 10.1 10.2 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorney’s fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s the probable loss of Seller in the event of default by Purchaser. Seller’s The retention by Seller of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller Seller, upon receipt of the ▇▇▇▇▇▇▇ Money and all costs incurred to receive the same, hereby waives and releases any right to (and hereby covenants covenant that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b2.1(b), 3.1(c2.1(c), 3.7 2.7 and 10.1 9.2 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorney’s fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s the probable loss of Seller in the event of default by Purchaser. Seller’s The retention by Seller of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants covenant that it Seller shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorneys’ fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s the probable loss of Seller in the event of default by Purchaser. Seller’s The retention by Seller of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants covenant that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b2.1(b), 3.1(c2.1(c), 3.7 2.7 and 10.1 9.2 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorney’s fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate the sale and purchase of the Property contemplated by this transaction for any reason other than SellerAgreement is not consummated because of Purchaser’s intentional and willful default, failure of a condition or refusal to Purchaser’s obligation perform hereunder, Escrow Agent shall pay over to closeSeller the ▇▇▇▇▇▇▇ Money, or the exercise by Purchaser of an express right of termination granted herein, and Seller shall be entitled, as its sole remedy hereunder, entitled to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said the ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damagesdamages pursuant to Official Code of Ga. ▇▇▇. § 13-6-7. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, the parties agreeing that the ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of a default by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (ai) for specific performance of this Agreement, or (bii) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreementsuch sums. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or to seek or claim a refund of said the ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is that such amounts are unreasonable in amount and exceeds exceed Seller’s actual damages or that its the retention of such sums by Seller constitutes a penalty and not agreed upon and reasonable liquidated damagesdamages as permitted under Official Code of Ga. ▇▇▇. § 13-6-7.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate the sale and purchase of the Property contemplated by this transaction for any reason other than Seller’s intentional and willful Agreement is not consummated because of Purchaser's default, failure of a condition or refusal to Purchaser’s obligation perform hereunder, Escrow Agent shall pay over to closeSeller the ▇▇▇▇▇▇▇ Money, or the exercise by Purchaser of an express right of termination granted herein, and Seller shall be entitled, as its sole remedy hereunder, entitled to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s 's default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s 's retention of said the ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damagesdamages pursuant to Official Code of Ga. ▇▇▇. Section 13-6-7. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s 's sole and exclusive remedy in the event of default hereunder by Purchaser, the parties agreeing that the ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller's probable loss in the event of a default by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreementsuch sums. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or to seek or claim a refund of said the ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is that such amounts are unreasonable in amount and exceeds exceed Seller’s 's actual damages or that its the retention of such sums by Seller constitutes a penalty and not agreed upon and reasonable liquidated damagesdamages as permitted under Official Code of Ga. ▇▇▇. Section 13-6-7.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s 's obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s 's default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s 's probable loss in the event of default by Purchaser. Seller’s 's retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s 's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s 's actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction close for any reason other than reason, except Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, default or the exercise permitted termination of this Contract by Purchaser of an express right of termination granted hereinor Seller as herein expressly provided, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy remedy, to terminate this Contract and require that Purchaser pay to Seller the sum of Five Hundred Thousand Dollars ($500,000.00), within two (2) business days after such termination. Seller and Purchaser acknowledge and agree that delivery of said sum by Purchaser shall be deemed liquidated damages for Purchaser’s failure to close escrow in breach of this Contract, it being further agreed that the actual damages to Seller in the event of default hereunder by Purchaser, such breach are impractical to ascertain and said sum is a reasonable estimate thereof. Seller hereby waives and releases any has no right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for specifically enforce Purchaser’s obligations under Sections 3.1(b)this Contract nor to seek or otherwise collect any actual, 3.1(c)out-of-pocket, 3.7 and 10.1 lost profit, punitive, consequential, treble, or other damages from or against Purchaser. In no event shall any officer, director or employee of Purchaser or its partners be personally liable for any of Purchaser’s obligations under this Contract or the documents to be delivered at the Closing. This Section 8.01 shall not limit Seller’s remedies for Purchaser’s breach of any other covenant of this AgreementContract which expressly survives the termination hereof; provided, however, in no event shall Purchaser be liable for any punitive or consequential damages. If said liquidated damages are not paid by Purchaser hereby waives and releases any right when due, Seller shall, in addition to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty other rights and not agreed upon and reasonable liquidated damagesremedies, be entitled to interest thereon at the rate of 10% per annum from the date due until the date paid.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇E▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇E▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇E▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇E▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇E▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ Seller or seek or claim a refund of said ▇E▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorneys’ fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇Ea▇▇▇▇▇ Money ▇oney as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇Ea▇▇▇▇▇ Money ▇oney is a reasonable estimate of Seller’s the probable loss of Seller in the event of default by Purchaser. Seller’s The retention by Seller of said ▇▇Ea▇▇▇▇▇ Money ▇oney is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇Ea▇▇▇▇▇ Money ▇oney as full liquidated damages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants covenant that it shall not) su▇ ▇▇▇ the he Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇Ea▇▇▇▇▇ Money▇oney. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b2.1(b), 3.1(c2.1(c), 3.7 2.7 and 10.1 9.2 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorney’s fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) su▇ ▇▇▇ Seller eller or seek or claim a refund of said ▇▇Ea▇▇▇▇▇ Money ▇oney (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser defaults under this Agreement or otherwise fails to consummate this transaction for any reason other than the breach or default of Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole and exclusive remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s the probable loss of Seller in the event of default by Purchaser. Seller’s The retention by Seller of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it Seller shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages of any character in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 3.6 and 10.1 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorneys’ fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇E▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇E▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s The retention by Seller of said ▇E▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇E▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇E▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 3.4 and 10.1 11.1 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorney’s fees and costs of Seller to enforce the provisions of this Section 9.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ Seller or seek or claim a refund of said ▇E▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If (a) Provided that Seller is ready, willing and able to close under this Agreement, if Purchaser fails to consummate close in accordance with the terms of this transaction for Agreement or shall otherwise be in breach or default of any reason other than Seller’s intentional and willful defaultof the terms or conditions of this Agreement, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, then Seller shall be entitledgive Purchaser written notice specifying the nature of the default. (b) Purchaser shall have ten (10) business days from receipt of Seller's notice of default within which to cure the specified default. If Purchaser does not cure such default within said ten (10)-day period or if such default is not waived in writing by Seller, as its sole remedy hereunder, to terminate then this Agreement shall automatically terminate and Seller and Purchaser shall be relieved from all further liability or obligation hereunder. (c) Forfeiture of the Deposit shall be Seller's sole and exclusive remedy at law or in equity. Seller waives any and all equitable remedies, including without limitation the right to receive and retain specific performance of this Agreement. Neither Purchaser's nor Seller's attendance or appearance at Closing shall be deemed to nullify or void the ▇▇▇▇▇▇▇ Money provisions of this Section 13.1 for forfeiture of the Deposit as full liquidated damages and as Seller's sole remedy for such default Purchaser's default. Seller and Purchaser agree that forfeiture of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the Deposit shall be liquidated damages which might be suffered by Seller upon Purchaser’s defaultand not a penalty, and that said ▇▇▇▇▇▇▇ Money actual damages resulting to Seller from Purchaser's breach of this Agreement would be difficult or impossible to measure because of the uncertainties of the real estate market and fluctuations of property values and differences with respect thereto, and that the Deposit is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated those damages.

Purchaser’s Default. If the sale and purchase of the Property contemplated by this Agreement is not consummated because of Purchaser’s default, failure or refusal to perform hereunder, then, after not less than three (3) Business Days’ prior written notice and opportunity to cure (provided that no such notice or cure opportunity shall be required or available where Purchaser fails to consummate this transaction for any reason other than Seller’s intentional and willful defaultperform its obligations (i.e., failure delivery of a condition to Purchaser’s obligation to close, documents or the exercise by Purchaser of an express right of termination granted hereinPurchase Price) at Closing hereunder), Seller shall be entitled, as its sole and exclusive remedy hereunder, to terminate this Agreement and to receive and retain payment of the ▇E▇▇▇▇▇▇ Money as full and complete liquidated damages for such default of Purchaser, except the exclusive remedy to retain the E▇▇▇▇▇▇ Money shall not apply or limit Seller’s rights with respect to (x) any indemnification obligation of Purchaser herein, and (y) recovery of any attorneys’ fees and other litigation expenses incurred in the enforcement of this Agreement or defense of this Agreement should Purchaser bring any action to enforce this Agreement that is successfully defended by Seller. The parties hereto acknowledging acknowledge that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention receipt of said ▇the E▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money such sums as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ the Purchaser: (ai) for specific performance of this Agreement, or (bii) to recover recover, subject to the other provisions hereof, actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreementsuch sums. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ Seller or to seek or claim a refund of said ▇▇▇▇▇▇▇ Money such sums (or any part thereof) on the grounds it that such amount is unreasonable in amount and exceeds Seller’s actual damages or that its the retention of such sums by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. No partner, manager of, member in or agent of Purchaser, nor any advisor, manager, member, director, officer, employee, beneficiary, shareholder, participant, representative or agent of any corporation or trust that is or becomes a partner in Purchaser, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, or in or with respect to any document, agreement or instrument delivered at Closing. Notwithstanding anything contained herein to the contrary, the terms of this Section 12.2 shall survive Closing and the delivery of the Deed and termination of this Agreement.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s 's obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s 's default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s the probable loss of Seller in the event of default by Purchaser. Seller’s The retention by Seller of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants covenant that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s 's liability for Purchaser’s 's obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this AgreementAgreement or for Purchaser's obligation to pay to Seller all reasonable attorneys' fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser defaults under this Agreement or otherwise fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s the probable loss of Seller in the event of default by Purchaser. Seller’s The retention by Seller of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it Seller shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 3.6 and 10.1 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorneys’ fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s the probable loss of Seller in the event of default by Purchaser. Seller’s The retention by Seller of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller Seller, upon receipt of the ▇▇▇▇▇▇▇ Money and all costs incurred to receive the same, hereby waives and releases any right to (and hereby covenants covenant that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b2.1(c), 3.1(c2.1(d), 3.7 2.7 and 10.1 9.2 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorney’s fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Except as provided in this Paragraph 16, in the event of default by Purchaser fails to consummate under the terms of this transaction for any reason other than Agreement, Seller’s intentional sole and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller exclusive remedy shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇E▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, and thereafter the parties hereto acknowledging shall have no further rights or obligations hereunder whatsoever. It is hereby agreed that it is impossible Seller’s damages will be difficult to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, ascertain and that said ▇the E▇▇▇▇▇▇ Money is constitutes a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇▇▇▇▇▇▇ Money liquidation thereof and is intended not as a penalty, but as full fully liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy Seller agrees that in the event of a default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) not initiate any proceeding to recover actual damages in excess from Purchaser, but shall limit its recovery to the receipt and retention of the ▇E▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit limitations on Purchaser’s liability under this Paragraph 16 shall be inapplicable to the liability of Purchaser for payments, if any, due by Purchaser to Seller under Paragraphs 4, 15, 22 and 29 hereof. However, the foregoing provisions of this Paragraph 16 shall not be deemed to prohibit or limit Seller’s right to seek actual, compensatory damages, post-Closing, with respect to Purchaser’s breach of Purchaser’s representations or warranties under this Agreement, and shall not be deemed to prohibit or limit Seller’s right to seek damages, the remedy of specific performance (other than the right to seek specific performance of the purchase itself), injunction or other appropriate relief with respect to any breach of Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 Paragraph 15 or under any provision of this Agreement. Agreement pursuant to which Purchaser hereby waives and releases has agreed to indemnify, defend, or hold harmless Seller, its affiliates and/or successors for any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damagesmatters.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall will be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s the probable loss of Seller in the event of default by Purchaser. Seller’s The retention by Seller of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall Seller will not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall will not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorneys’ fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall will not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate the sale and purchase of the Property contemplated by this transaction for any reason other than Seller’s intentional and willful default, failure Agreement is not consummated because of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted hereindefault hereunder, Seller shall be entitled, as its sole remedy hereunder, entitled to terminate this Agreement and to receive and retain keep the ▇E▇▇▇▇▇▇ Money as full liquidated damages Seller’s sole and exclusive remedy hereunder (except with respect to the indemnities contained in Sections 8, 9 and 14.6 hereof) for such default of Purchaser, the parties hereto Seller and Purchaser acknowledging that it is impossible to estimate more precisely the IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4891-1496-8876v2" "" 4891-1496-8876v2 damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇E▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to receive and retain the ▇E▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, the parties agreeing that the E▇▇▇▇▇▇ Money is a reasonable pre‑estimate of Seller’s probable loss in the event of a default by Purchaser, and upon such payment of the E▇▇▇▇▇▇ Money to Seller, Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇E▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ Seller or seek or claim a refund of said ▇E▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate the transaction contemplated by this transaction for any reason other than SellerAgreement does not close on account of Purchaser’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall will be entitled, as its sole remedy hereunderat law and in equity, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the . The parties hereto acknowledging acknowledge that it is impossible to estimate more precisely the damages which might be suffered by Seller upon on Purchaser’s default, and that said the ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said the ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of a default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall will not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall will not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 3.7, and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall will not) ▇▇▇ Seller or seek or claim a refund of said the ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than (i) the default of Seller’s intentional and willful default, (ii) failure of a condition to Purchaser’s obligation to close, or (iii) the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇E▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇E▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇E▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇E▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇E▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorneys’ fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ Seller or seek or claim a refund of said ▇E▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.. /s/ KAH /s/ DLM

Purchaser’s Default. If the purchase and sale of the Property contemplated hereby is not consummated in accordance with the terms and provisions of this Agreement due to circumstances or conditions which constitute a default by Purchaser fails under this Agreement, or as a result of Purchaser’s failure to consummate secure capital (equity and debt) (“Insufficient Capital”), or if Purchaser defaults under the Lease beyond all applicable notice and cure periods, and provided Seller is not in material default of its obligations under this transaction for Agreement or the Lease beyond any reason other than applicable notice and cure period, then Purchaser shall make the Development Rights Assignment with all of the Incurred Project Costs paid by Purchaser in full to the date of the assignment and shall pay to Seller Twenty-Five Thousand and No/100 Dollars ($25,000.00) if such amount is due under Section 6.1. The foregoing assignment by Purchaser shall be Seller’s intentional full compensation and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for any and all losses incurred by Seller in connection with such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon and/or Purchaser’s default, failure to consummate the purchase and sale contemplated hereby due to Insufficient Capital (“Failure to Close”). The Parties acknowledge that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss actual damages in the event of a default by Purchaseror Failure to Close will be difficult to ascertain, that the value of the Development Rights Assignment as liquidated damages represent the Parties’ best estimate of such damages, and that Seller and Purchaser believe the Development Rights Assignment is sufficient compensation for the Parties’ reasonable estimate of such damages. Seller’s retention of said ▇▇▇▇▇▇▇ Money The Parties expressly acknowledge that the Development Rights Assignment is intended not as a penalty, but as full compensation and liquidated damages, in the event of a default or Failure to Close. The right to retain Development Rights Assignment shall be the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of Seller by reason of a default hereunder or Failure to Close by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) Purchaser for specific performance of this Agreement, Agreement or (b) to recover prove that Seller’s actual damages in excess exceed the value of the ▇▇▇▇▇▇▇ Money. The liquidated damages herein provided to Seller as full liquidated damages; provided, however, that the foregoing liquidated damages provision shall not apply to any duty, obligation, liability or limit Purchaser’s liability for Purchaser’s obligations responsibility which Purchaser may have under the indemnification provisions of Sections 3.1(b), 3.1(c), 3.7 6.1.2 and 10.1 6.1.3 of this Agreement. Purchaser hereby waives , as to which Seller shall have all rights and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller remedies provided for or seek allowed by law or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damagesequity.

Purchaser’s Default. If Except as provided in this Paragraph 16, in the event of default by Purchaser fails to consummate under the terms of this transaction for any reason other than Agreement, Seller’s intentional sole and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller exclusive remedy shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, and thereafter the parties hereto acknowledging shall have no further rights or obligations hereunder whatsoever. It is hereby agreed that it is impossible Seller’s damages will be difficult to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, ascertain and that said the ▇▇▇▇▇▇▇ Money is constitutes a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇▇▇▇▇▇▇ Money liquidation thereof and is intended not as a penalty, but as full fully liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy Seller agrees that in the event of a default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) not initiate any proceeding to recover actual damages in excess from Purchaser, but shall limit its recovery to the receipt and retention of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit limitations on Purchaser’s liability under this Paragraph 16 shall be inapplicable to the liability of Purchaser for payments, if any, due by Purchaser to Seller under Paragraphs 4, 15, 22 and 29 hereof. However, the foregoing provisions of this Paragraph 16 shall not be deemed to prohibit or limit Seller’s right to seek actual, compensatory damages, post-Closing, with respect to Purchaser’s breach of Purchaser’s representations or warranties under this Agreement, and shall not be deemed to prohibit or limit Seller’s right to seek damages, the remedy of specific performance (other than the right to seek specific performance of the purchase itself), injunction or other appropriate relief with respect to any breach of Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 Paragraph 15 or under any provision of this Agreement. Agreement pursuant to which Purchaser hereby waives and releases has agreed to indemnify, defend, or hold harmless Seller, its affiliates and/or successors for any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damagesmatters.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s the probable loss of Seller in the event of default by Purchaser. Seller’s The retention by Seller of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it Seller shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this AgreementAgreement or for Purchaser’s obligation to pay to Seller all attorneys’ fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall will not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction ------------------- for any reason other than Seller’s 's intentional and willful default, failure of a condition to Purchaser’s 's obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s 's default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s 's probable loss in the event of default by Purchaser. Seller’s 's retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s 's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s 's liability for Purchaser’s 's obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s 's actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction (after written notice from Seller detailing such failure and an opportunity to cure within five (5) days following such written notice) for any reason other than Seller’s intentional and willful default, failure of a condition to Purchaser’s 's obligation to close, close or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by PurchaserPurchaser fails to consummate this transaction, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision Nothing contained in this Section 8.1 to the contrary shall not apply release or absolve Purchaser from its obligation to or limit Purchaser’s liability for Purchaser’s obligations indemnify, defend and hold Seller harmless under Sections 3.1(b), 3.1(c), 3.7 and 10.1 those provisions of this Agreement which by their express terms survive the termination of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate this transaction for any reason other than the default of Seller’s intentional and willful default, failure of a condition to Purchaser’s 's obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇E▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s 's default, and that said ▇E▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s the probable loss of Seller in the event of default by Purchaser. Seller’s The retention by Seller of said ▇E▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇E▇▇▇▇▇▇ Money as full liquidated damages is Seller’s the sole and exclusive remedy of Seller in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants covenant that it shall not) ▇s▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇E▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s 's liability for Purchaser’s 's obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this AgreementAgreement or for Purchaser's obligation to pay to Seller all attorney's fees and costs of Seller to enforce the provisions of this Section 8.1. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇s▇▇ Seller or seek or claim a refund of said ▇E▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s the actual damages of Seller or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Purchaser’s Default. If Purchaser fails to consummate the sale and purchase of the Property contemplated by this transaction for any reason other than Seller’s intentional and willful default, failure Agreement is not consummated because of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy 's default hereunder, Escrow Agent shall (after first giving Purchaser 10 days prior written notice to terminate this Agreement and to receive and retain cure such default) pay over the ▇▇▇▇▇▇▇ Money to Seller, as full liquidated damages Seller's sole and exclusive remedy hereunder for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s 's default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s 's retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damagesdamages pursuant to Official Code of Ga. ▇▇▇. $13-6-7. The right to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s 's sole and exclusive remedy in the event of default hereunder by Purchaser, the parties agreeing that the ▇▇▇▇▇▇▇ Money is a reasonable pre estimate of Seller's probable loss in the event of a default by Purchaser, and Seller hereby waives and releases any right to to: (and hereby covenants that it shall nota) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s 's actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damagesdamages as permitted under Official Code of Ga. ▇▇▇. §13-6-7.

Purchaser’s Default. If Purchaser fails defaults in its obligation, if any, ------------------- to consummate this transaction for any reason other than Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s 's default, and that said ▇▇▇▇▇▇▇ Money is a reasonable estimate of Seller’s 's probable loss in the event of default by Purchaser. Seller’s 's retention of said ▇▇▇▇▇▇▇ Money is intended not as a penalty, but as full liquidated damages. The right to retain the ▇▇▇▇▇▇▇ Money as full liquidated damages is Seller’s 's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the ▇▇▇▇▇▇▇ Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s 's liability for Purchaser’s 's obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) ▇▇▇ Seller or seek or claim a refund of said ▇▇▇▇▇▇▇ Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s 's actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.