Common use of Purchaser’s Default Clause in Contracts

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay the Deposit to Seller in accordance with the Escrow Instructions, as full and complete liquidated damages, and as the exclusive and sole right and remedy of Seller, whereupon this Agreement shall terminate and neither party shall have any further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this Agreement. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER.

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein after hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligation to do so obligations under this Agreement as set forth in Section 6.1 have been satisfied or waived by and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), Title Company shall pay the Deposit to Seller in accordance with the Escrow Instructions, as full and complete liquidated damages, and as the exclusive and sole right and remedy of Seller, whereupon then: (a) this Agreement shall terminate automatically terminate; (b) the Deposit shall be paid to and neither party retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have any no further obligations or liabilities to the other partyeach other, except for those expressly stated to obligations that survive the a termination of this Agreementhereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE PARTIES AGREE THAT IT DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE IMPRACTICABLE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND EXTREMELY DIFFICULT TO ASCERTAIN MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE IF THE TRANSACTION SHOULD FAIL TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, DATE OF THIS AGREEMENT AND UNDER THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT TIME OF SUCH FAILUREBREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE PARTIES ACKNOWLEDGE THAT DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PAYMENT PROPERTY IN ACCORDANCE WITH THE TERMS OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERTHIS AGREEMENT.

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s obligation to do so have been satisfied or waived by PurchaserALL EARNEST MONEY DEPOSITED INTO THE ▇▇▇▇▇▇ IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT, Title Company shall pay the Deposit to Seller in accordance with the Escrow InstructionsSELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST T▇▇▇▇▇▇ AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY, as full and complete liquidated damages, and as the exclusive and sole right and remedy of Seller, whereupon this Agreement shall terminate and neither party shall have any further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this AgreementEXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF. THE PARTIES AGREE HAVE AGREED THAT IT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY PURCHASER, WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT OR IMPRACTICAL TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED DETERMINE. THEREFORE, BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENTPLACING THEIR INITIALS BELOW, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT EARNEST MONEY HAS BEEN AGREED UP▇▇, ▇▇▇ER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SUCH LIQUIDATED DAMAGES IS SELLER'S DAMAGES. PURCHASER AND SELLER AGREE THAT A DEFAULT BY PURCHASER UNDER ANY OF THE TERMS OR CONDITIONS OF THE COMPANION CONTRACT (AS HEREINAFTER DEFINED) SHALL BE DEEMED A DEFAULT OF PURCHASER UNDER THIS AGREEMENT. IN ADDITION, PURCHASER AND SELLER AGREE THAT A DEFAULT BY PURCHASER UNDER THIS AGREEMENT SHALL BE DEEMED A DEFAULT OF PURCHASER UNDER THE COMPANION CONTRACT. IF THE TRANSACTION CONTEMPLATED BY THE COMPANION CONTRACT FAILS TO CLOSE FOR ANY REASON WHATSOEVER, PURCHASER SHALL NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED BE ENTITLED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERANY RIGHTS OF SETOFF UNDER THIS AGREEMENT IN CONNECTION WITH ANY LIABILITY ARISING UNDER THE COMPANION CONTRACT.

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s hereby is not consummated because of a default by Purchaser in its obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay purchase the Deposit to Seller Property in accordance with the Escrow Instructions, as full and complete liquidated damagesterms of this Agreement, and as the exclusive and sole right and remedy of Sellerif such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser, whereupon then: (a) this Agreement shall terminate terminate; (b) the Deposit shall be paid to and neither party retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have any no further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this Agreementeach other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE PARTIES AGREE THAT IT DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE IMPRACTICABLE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES' BEST AND EXTREMELY DIFFICULT TO ASCERTAIN MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE IF THE TRANSACTION SHOULD FAIL TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, DATE OF THIS AGREEMENT AND UNDER THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT TIME OF SUCH FAILUREBREACH. PURCHASER AND SELLER AGREE THAT SELLER'S RIGHT TO RETAIN THE PARTIES ACKNOWLEDGE THAT DEPOSIT SHALL BE SELLER'S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER'S FAILURE TO PURCHASE THE PAYMENT PROPERTY IN ACCORDANCE WITH THE TERMS OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERTHIS AGREEMENT.

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s obligation to do so have been satisfied or waived by PurchaserIF (A) PRIOR TO THE DATE THAT IS THREE (3) DAYS BEFORE THE CLOSING DATE, Title Company shall pay the Deposit to Seller in accordance with the Escrow InstructionsPURCHASER FAILS TO PERFORM ANY OF ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT WITHIN THREE (3) DAYS AFTER WRITTEN NOTICE THEREOF FROM SELLER, as full and complete liquidated damages, and as the exclusive and sole right and remedy of Seller, whereupon this Agreement shall terminate and neither party shall have any further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this Agreement. OR (B) THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN CLOSING SHALL NOT OCCUR AS THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO DEFAULT UNDER THIS AGREEMENT, IN EACH CASE, SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO ESCROWEE AND PURCHASER, AND UPON SUCH TERMINATION, ESCROWEE SHALL IMMEDIATELY DELIVER THE DEPOSIT AND ALL INTEREST THEREON TO SELLER AS FULL COMPENSATION AND LIQUIDATED DAMAGES; PROVIDED, HOWEVER, THAT SUCH TERMINATION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT PURCHASER’S AND SELLER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT IN THE EVENT THE CLOSING SHALL NOT OCCUR ON ACCOUNT OF THE DEFAULT OF PURCHASER, SELLER SHALL INCUR EXPENSES AND LOSSES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT UNDER IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE CIRCUMSTANCES EXISTING EXTENT OF DETRIMENT TO SELLER CAUSED BY SUCH BREACH BY PURCHASER AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS OF THE CONTRACT DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILUREPURCHASER DEFAULT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTYPENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER.SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. /s/ DES /s/ VP

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s hereby is not consummated because of a default by Purchaser in its obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay purchase the Deposit to Seller Property in accordance with the Escrow Instructionsterms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, as full and complete liquidated damages, and as the exclusive and sole right and remedy of Seller, whereupon then: (a) this Agreement shall terminate terminate; (b) the Deposit shall be paid to and neither party retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have any no further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this Agreementeach other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE PARTIES AGREE THAT IT DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE IMPRACTICABLE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIEs’ BEST AND EXTREMELY DIFFICULT TO ASCERTAIN MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE IF THE TRANSACTION SHOULD FAIL TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, DATE OF THIS AGREEMENT AND UNDER THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT TIME OF SUCH FAILUREBREACH. SUBJECT TO SECTION 11.8, PURCHASER AND SELLER AGREE THAT SELLER’s RIGHT TO RETAIN THE PARTIES ACKNOWLEDGE THAT DEPOSIT SHALL BE SELLER’s SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PAYMENT PROPERTY IN ACCORDANCE WITH THE TERMS OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERTHIS AGREEMENT.

Purchaser’s Default. If the sale of the Property contemplated hereby is not consummated because of a default by Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s in its obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay purchase the Deposit to Seller Property in accordance with the Escrow Instructionsterms of this Agreement, as full and complete liquidated damagesor if Purchaser shall default in the performance of any of its other material obligations to be performed on or before the Closing Date, and such Purchaser default is not the result of a Seller’s default as the exclusive and sole right and remedy of Sellerdescribed in Section 9.3, whereupon then: (a) this Agreement shall terminate terminate; (b) the Deposit shall be paid to and neither party retained by Seller as liquidated damages; and (c) except for the Effective Date Surviving Obligations, Seller and Purchaser shall have any no further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this Agreementeach other. THE PARTIES AGREE HERETO, BEFORE ENTERING INTO THIS AGREEMENT, ACKNOWLEDGE THAT IT WOULD SUBSTANTIAL DAMAGES WILL BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS IN THE EVENT THAT PURCHASER SHOULD FAIL TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A RESULT BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE DUE TO PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, DEFAULT AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATEEFFECTIVE DATE AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND AS ITS SOLE REMEDY AT LAW OR IN EQUITY. THE AMOUNT OF THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES WHICH SELLER WILL INCUR AS SUFFER BASED SOLELY UPON A RESULT OF SUCH FAILUREFAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTYThis Section 9.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the Effective Date Surviving Obligations of Purchaser under this Agreement. In no event shall Purchaser ever have any liability under this Agreement for indirect, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERconsequential or punitive damages.

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s hereby is not consummated because of a default by Purchaser in its obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay purchase the Deposit to Seller Property in accordance with the Escrow Instructionsterms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, as full and complete liquidated damages, and as the exclusive and sole right and remedy of Seller, whereupon then: (a) this Agreement shall terminate terminate; (b) the Deposit shall be paid to and neither party retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have any no further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this Agreementeach other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE PARTIES AGREE THAT IT DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE IMPRACTICABLE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND EXTREMELY DIFFICULT TO ASCERTAIN MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE IF THE TRANSACTION SHOULD FAIL TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, DATE OF THIS AGREEMENT AND UNDER THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT TIME OF SUCH FAILUREBREACH. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTYThis Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the obligations of Purchaser pursuant to Sections 5.1, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER5.3, 9.1, 11.8 or 11.18 of this Agreement.

Purchaser’s Default. If Subject to the satisfaction (or waiver in writing) of the conditions set forth in Section 5.1, if Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s materially defaults in its obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay purchase the Deposit Properties subject to Seller and in accordance with the terms of this Agreement, the Deposit (the “Liquidated Damages Amount”) shall promptly be paid to the Sellers by the Escrow Instructions, Agent as full and complete liquidated damages, damages for the Purchaser’s default and as the Sellers’ sole and exclusive and sole right and remedy of Sellerat law, whereupon this Agreement shall terminate and neither party shall have any further obligations in equity or liabilities to the other party, except otherwise for those expressly stated to survive the termination of this Agreementsuch default. THE PARTIES AGREE THAT IT WOULD AMOUNT PAID TO AND RETAINED BY SELLERS AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING PROVISION SHALL BE IMPRACTICABLE SELLERS’ SOLE AND EXTREMELY DIFFICULT EXCLUSIVE REMEDY IF PURCHASER FAILS TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE CLOSE THE PURCHASE OF THE PROPERTY PURSUANT PROPERTY. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLERS’ ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO THIS AGREEMENT, ASCERTAIN AND THAT UNDER THE CIRCUMSTANCES EXISTING AS AMOUNT OF THE CONTRACT DATE, DEPOSIT PLUS ANY INTEREST ACCRUED THEREON REPRESENTS THE LIQUIDATED DAMAGES PROVIDED FOR PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH 9.2, SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. THE PARTIES ACKNOWLEDGE AND PURCHASER AGREE THAT THE PAYMENT OF SUCH THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AS A FORFEITURE AND SHOULD NOT BE DEEMED OR PENALTY, BUT IS INTENDED CONSTRUED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERLIMIT IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT.

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s hereby is not consummated because of a default by Purchaser in its obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay purchase the Deposit to Seller Properties in accordance with the Escrow Instructions, as full and complete liquidated damagesterms of this Agreement, and as the exclusive and sole right and remedy of Sellerif such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser, whereupon then: (a) this Agreement shall terminate terminate; (b) the Deposit shall be paid to and neither party retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have any no further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this Agreementeach other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE PARTIES AGREE THAT IT DAMAGES TO SELLER IN THE EVENT OF A BREACII OF TIIIS AGREEMENT BY PURCHASER WOULD BE IMPRACTICABLE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND EXTREMELY DIFFICULT TO ASCERTAIN MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE IF THE TRANSACTION SHOULD FAIL TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, DATE OF THIS AGREEMENT AND UNDER THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT TIME OF SUCH FAILUREBREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN TILE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PARTIES ACKNOWLEDGE THAT PROPERTY IN ACCORDANCE WITH THE PAYMENT TERMS OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERTHIS AGREEMENT. Section 10.3.

Purchaser’s Default. If In the event the sale and purchase of the Property is not consummated because of default by Purchaser fails under the terms of this Agreement, as specified in a written notice thereof to consummate Purchaser from Sellers detailing the purchase basis for such default, Sellers’ sole and sale contemplated herein after all conditions precedent exclusive remedy shall be to Purchaser’s obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay retain the Deposit to Seller in accordance with the Escrow InstructionsDeposit, as full and complete liquidated damages, and as thereafter the exclusive and sole right and remedy of Seller, whereupon this Agreement shall terminate and neither party parties hereto shall have any no further rights or obligations or liabilities to the other partyhereunder whatsoever, except for those expressly stated to such rights or obligations that, by the express terms hereof, survive the any termination of this Agreement. THE PARTIES AGREE THAT IT WOULD IS HEREBY AGREED THAT, WITHOUT RESALE, SELLERS’ DAMAGES WILL BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN AND THAT THE ACTUAL DAMAGES SUFFERED BY SELLER DEPOSIT CONSTITUTES A REASONABLE FORECAST THEREOF AND IS INTENDED NOT AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED AS FULL LIQUIDATED DAMAGES. SELLERS AGREE THAT IN THE EVENT OF A DEFAULT BY PURCHASER, IT SHALL NOT INITIATE ANY PROCEEDING TO CONSTITUTE RECOVER DAMAGES FROM PURCHASER IN EXCESS OF THE DEPOSIT, AND PURCHASER SHALL NOT INITIATE ANY PROCEEDING CHALLENGING SELLERS’ RIGHT TO RETAIN THE FULL AMOUNT OF THE DEPOSIT AS LIQUIDATED DAMAGES TO DAMAGES. SELLER.’S INITIALS: HR PURCHASER’S INITIALS: JSN

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s hereby is not consummated because of a default by Purchaser in its obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay purchase the Deposit to Seller Subject Interests in accordance with the Escrow Instructionsterms of this Agreement, as full and complete liquidated damages, and as the exclusive and sole right and remedy of Seller, whereupon then: (a) this Agreement shall terminate terminate; (b) the Deposit shall be paid to and neither party retained by Sellers as liquidated damages; and (c) except for Purchaser’s Surviving Obligations and Purchaser’s obligations under Section 5.2, Sellers and Purchaser shall have any no further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this Agreementeach other. PURCHASER AND SELLERS ACKNOWLEDGE THAT THE PARTIES AGREE THAT IT DAMAGES TO SELLERS IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE IMPRACTICABLE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND EXTREMELY DIFFICULT TO ASCERTAIN MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE SELLERS IF THE TRANSACTION SHOULD FAIL TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, DATE OF THIS AGREEMENT AND UNDER THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF CIRCUMSTANCES THAT SELLERS AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT TIME OF SUCH FAILUREBREACH. SUBJECT TO SECTION 11.9. PURCHASER AND SELLERS AGREE THAT SELLERS’ RIGHT TO RETAIN THE PARTIES ACKNOWLEDGE THAT DEPOSIT SHALL BE SELLERS’ SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PAYMENT SUBJECT INTERESTS IN ACCORDANCE WITH THE TERMS OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER.THIS AGREEMENT. Back to Contents

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein hereby is not consummated because of a default by Purchaser after Seller has performed or tendered performance of all conditions precedent to Purchaser’s obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay the Deposit to Seller of its obligations in accordance with the Escrow Instructionsthis Agreement, as full and complete liquidated damages, and as the exclusive and sole right and remedy of Seller, whereupon then: (a) this Agreement shall terminate terminate; (b) the Deposit shall be paid to and neither party shall have any further obligations or liabilities to the other party, retained by Seller as liquidated damages; and (c) except for those obligations that expressly stated to survive the termination of this Agreement, Seller and Purchaser shall have no further obligations to each other. THE PARTIES AGREE HERETO, BEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE FACT THAT IT WOULD SUBSTANTIAL DAMAGES WILL BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS IN THE EVENT THAT PURCHASER SHOULD FAIL TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A RESULT BREACH OF PURCHASER’S FAILURE THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO COMPLETE DETERMINE, THAT THE PURCHASE AMOUNT OF THE PROPERTY PURSUANT DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO THIS AGREEMENT, CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATEEFFECTIVE DATE AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND AS ITS SOLE REMEDY AT LAW OR IN EQUITY. THE AMOUNT OF THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES WHICH SELLER WILL INCUR AS SUFFER BASED UPON A RESULT OF SUCH FAILUREFAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERThis Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the other obligations of Purchaser under this Agreement.

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement and after the satisfaction or written waiver by Purchaser of each of the conditions precedent to Purchaser’s obligation obligations to do so have been satisfied or waived by Purchaserproceed to Closing, Title Company shall pay the Deposit to Seller in accordance with the Escrow Instructions, as full and complete liquidated damages, and as the exclusive and sole right and remedy of Seller, whereupon then: (a) this Agreement shall terminate terminate; (b) the Deposit (including any Non-Refundable Amount) shall be paid to and neither party retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations and Seller’s Surviving Obligations, Seller and Purchaser shall have any no further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this Agreementeach other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE PARTIES AGREE THAT IT DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE IMPRACTICABLE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND EXTREMELY DIFFICULT TO ASCERTAIN MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE IF THE TRANSACTION SHOULD FAIL TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, DATE OF THIS AGREEMENT AND UNDER THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT TIME OF SUCH FAILUREBREACH. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTYThis Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the obligations of Purchaser pursuant to Sections 5.1, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER5.3, 9.1, 11.8 or 11.18 of this Agreement.

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s hereby is not consummated because of a default by Purchaser in its obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay purchase the Deposit to Seller Properties in accordance with the Escrow Instructions, as full and complete liquidated damagesterms of this Agreement, and as the exclusive and sole right and remedy of Sellerif such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser, whereupon then: (a) this Agreement shall terminate terminate; (b) the Deposit shall be paid to and neither party retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have any no further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this Agreementeach other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE PARTIES AGREE THAT IT DAMAGES TO SELLER IN THE EVENT OF A BREACII OF TIIIS AGREEMENT BY PURCHASER WOULD BE IMPRACTICABLE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND EXTREMELY DIFFICULT TO ASCERTAIN MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE IF THE TRANSACTION SHOULD FAIL TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, DATE OF THIS AGREEMENT AND UNDER THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT TIME OF SUCH FAILUREBREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN TILE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PARTIES ACKNOWLEDGE THAT PROPERTY IN ACCORDANCE WITH THE PAYMENT TERMS OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERTHIS AGREEMENT.

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s hereby is not consummated because of a default by Purchaser in its obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay purchase the Deposit to Seller Property in accordance with the Escrow Instructions, as full and complete liquidated damagesterms of this Agreement, and as the exclusive and sole right and remedy of Sellerif such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser, whereupon then: (a) this Agreement shall terminate terminate; (b) the Deposit shall be paid to and neither party retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have any no further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this Agreementeach other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE PARTIES AGREE THAT IT DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE IMPRACTICABLE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND EXTREMELY DIFFICULT TO ASCERTAIN MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE IF THE TRANSACTION SHOULD FAIL TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, DATE OF THIS AGREEMENT AND UNDER THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT TIME OF SUCH FAILUREBREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE PARTIES ACKNOWLEDGE THAT DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. THE PAYMENT OF SUCH AMOUNTS AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERSELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671,1676 AND 1677.

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s hereby is not consummated because of a default by Purchaser in its obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay purchase the Deposit to Seller Property in accordance with the Escrow Instructions, as full terms of this Agreement or if Purchaser shall fail to make the additional deposit pursuant to Section 2.3(b) if the same becomes due and complete liquidated damages, and as such failure continues for two Business Days after the exclusive and sole right and remedy giving of notice thereof by Seller, whereupon then: (a) this Agreement shall terminate terminate; (b) the Deposit shall be paid to and neither party shall have any further obligations or liabilities to the other party, retained by Seller as liquidated damages; and (c) except for those expressly stated to survive matters specifically surviving the termination of this Agreement, Seller and Purchaser shall have no further obligations to each other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE PARTIES AGREE THAT IT DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE IMPRACTICABLE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND EXTREMELY DIFFICULT TO ASCERTAIN MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE IF THE TRANSACTION SHOULD FAIL TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, DATE OF THIS AGREEMENT AND UNDER THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT TIME OF SUCH FAILUREBREACH. SUBJECT TO SECTION 11.8, PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE PARTIES ACKNOWLEDGE THAT DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PAYMENT PROPERTY IN ACCORDANCE WITH THE TERMS OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERTHIS AGREEMENT.

Purchaser’s Default. If In the event of material non-performance, material default or material breach of this Agreement by Purchaser fails that results in the failure to consummate this Agreement (a "Default"), then Seller may at its sole option take any of the purchase following courses of action: 14.1.1 terminate this Agreement and sale contemplated herein after all conditions precedent to Purchaser’s obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay draw upon the Deposit to Seller in accordance with the Escrow InstructionsEarn▇▇▇ ▇▇▇ey Deposit, as full and complete liquidated damages, and as the exclusive and sole right and remedy of Sellerfollows: IF PURCHASER DEFAULTS IN ITS OBLIGATION TO PURCHASE THE ASSETS ON OR BEFORE THE CLOSING DATE, whereupon this Agreement shall terminate and neither party shall have any further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this Agreement. THE PARTIES THEN PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICABLE SELLER WILL INCUR DAMAGES BY REASON OF SUCH DEFAULT WHICH ARE IMPRACTICAL AND EXTREMELY DIFFICULT TO ASCERTAIN. PURCHASER AND SELLER, IN A REASONABLE EFFORT TO ASCERTAIN SELLER'S DAMAGES, HAVE AGREED BY PLACING THEIR INITIALS BELOW THAT THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE EARN▇▇▇ ▇▇▇EY DEPOSIT PLUS INTEREST ACCRUED ON IT SHALL BE DEEMED TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1671. ACCORDINGLY, IF PURCHASER DEFAULTS IN ITS OBLIGATION TO PURCHASE THE DAMAGES WHICH ASSETS, SELLER WILL INCUR SHALL HAVE THE RIGHT TO RETAIN AN AMOUNT EQUAL TO THE EARN▇▇▇ ▇▇▇EY DEPOSIT AS A RESULT OF SUCH FAILURELIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH ABOVE LIQUIDATED DAMAGES IS PROVISION SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR PURCHASER'S DEFAULT IN ITS OBLIGATION TO PURCHASE THE ASSETS ON OR BEFORE THE CLOSING DATE. THE ABOVE LIQUIDATED DAMAGE PROVISION SHALL NOT INTENDED APPLY TO NOR LIMIT (a) ANY INDEMNITY PROVISIONS AND DAMAGES RECOVERABLE BY SELLER UNDER THIS AGREEMENT, (b) ANY OF SELLER'S RIGHTS OR REMEDIES AS A FORFEITURE AGAINST PURCHASER FOR ANY BREACH ON OR PENALTYBEFORE THE CLOSING DATE, BUT IS INTENDED NOR (c) ANY OF SELLER'S RIGHTS OR REMEDIES SPECIFIED IN SECTION 14.1.3, IN 50 52 EACH CASE, THAT ARE NOT RELATED TO CONSTITUTE LIQUIDATED DAMAGES PURCHASER'S DEFAULT IN IT'S OBLIGATION TO SELLERPURCHASE THE ASSETS. ------------------- ----------------------- Initials for Seller Initials for Purchaser; or 14.1.2 enforce specific performance of this Agreement and the transaction provided for herein according to the terms hereof by all means available at law or in equity. 14.1.3 In the event Seller elects first to enforce this Agreement by specific performance and at any time during pursuit of enforcement elects not to pursue specific performance, Seller shall be entitled to pursue its remedies under Subsection 14.1.1 as if it had elected to do so as above set forth, and such subsequent election to pursue its courses of action under Subsection 14.1.1 shall be deemed to be an election of remedies at that time and not before.

Purchaser’s Default. . If Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s hereby is not consummated because of a default by Purchaser in its obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay purchase the Deposit to Seller Property in accordance with the Escrow Instructionsterms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, as full and complete liquidated damages, and as the exclusive and sole right and remedy of Seller, whereupon then: (a) this Agreement shall terminate terminate; (b) the Deposit shall be paid to and neither party retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have any no further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this Agreementeach other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE PARTIES AGREE THAT IT DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE IMPRACTICABLE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND EXTREMELY DIFFICULT TO ASCERTAIN MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE IF THE TRANSACTION SHOULD FAIL TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, DATE OF THIS AGREEMENT AND UNDER THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT TIME OF SUCH FAILUREBREACH. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTYThis Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the obligations of Purchaser pursuant to Sections 5.1, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER5.3, 9.1, 11.8 or 11.18 of this Agreement.

Purchaser’s Default. If the Closing contemplated hereby is not consummated because of a default by Purchaser fails to consummate the purchase and sale contemplated herein after all conditions precedent to Purchaser’s in its obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay purchase the Deposit to Seller Properties in accordance with the Escrow Instructionsterms of this Agreement after Sellers have performed or tendered performance of all of their material obligations in accordance with this Agreement, as full and complete liquidated damages, and as the exclusive and sole right and remedy of Seller, whereupon then: (a) this Agreement shall terminate terminate; (b) the Deposit shall be paid to and neither party retained by Sellers as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Sellers and Purchaser shall have any no further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this Agreementeach other. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO HERETO, BEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLERS IN THE EVENT THAT PURCHASER SHOULD FAIL TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. PURCHASER AND SELLERS ACKNOWLEDGE THAT THE DAMAGES TO SELLERS IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLERS IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATEEFFECTIVE DATE AND UNDER THE CIRCUMSTANCES THAT SELLERS AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLERS WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLERS’ DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLERS SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND AS ITS SOLE REMEDY AT LAW OR IN EQUITY. THE AMOUNT OF THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES WHICH SELLER WILL INCUR AS SUFFER BASED SOLELY UPON A RESULT OF SUCH FAILUREFAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLERS SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTYThis Section 10.2 is intended only to liquidate and limit Sellers’ right to damages arising due to Purchaser’s failure to purchase the Properties in accordance with the terms of this Agreement and shall not limit the obligations of Purchaser pursuant to Sections 5.1, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER5.3, 9.1, 11.8, or 11.18 of this Agreement.

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated herein after hereby is not consummated because of a default by Purchaser of its obligation to deliver the Purchase Price to Seller on the Closing Date and Seller has satisfied all of Purchaser’s conditions precedent to Purchaser’s obligation to do so have been satisfied or waived by PurchaserClosing and is not otherwise in default hereunder, Title Company shall pay the Deposit to Seller in accordance with the Escrow Instructions, as full and complete liquidated damages, and as the exclusive and sole right and remedy of Seller, whereupon then: (a) this Agreement shall terminate terminate; (b) the Deposit shall be paid to and neither party retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have any no further obligations or liabilities to the other party, except for those expressly stated to survive the termination of this Agreementeach other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE PARTIES AGREE THAT IT DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE IMPRACTICABLE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND EXTREMELY DIFFICULT TO ASCERTAIN MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE IF THE TRANSACTION SHOULD FAIL TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE CONTRACT DATE, DATE OF THIS AGREEMENT AND UNDER THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT TIME OF SUCH FAILUREBREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE PARTIES ACKNOWLEDGE THAT DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PAYMENT PROPERTY IN ACCORDANCE WITH THE TERMS OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERTHIS AGREEMENT.