Common use of BREACH BY PURCHASER Clause in Contracts

BREACH BY PURCHASER. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT SELLER’S DEFAULT OR A TERMINATION OF THIS AGREEMENT BY PURCHASER OR SELLER PURSUANT TO A RIGHT TO DO SO UNDER THE PROVISIONS HEREOF, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE THIS AGREEMENT AND THEREUPON SHALL BE ENTITLED TO RECEIVE THE XXXXXXX MONEY AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY). SELLER AND PURCHASER HAVE MADE THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO CALCULATE, ON THE DATE HEREOF, THE AMOUNT OF ACTUAL DAMAGES FOR SUCH BREACH, AND SELLER AND PURCHASER AGREE THAT THE XXXXXXX MONEY REPRESENTS A REASONABLE FORECAST OF SUCH DAMAGES. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA), BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA). Seller: Purchaser: Initial here: _________ Initial here:__________

BREACH BY PURCHASER. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT SELLER’S DEFAULT OR A TERMINATION OF THIS AGREEMENT BY PURCHASER OR SELLER PURSUANT TO A RIGHT TO DO SO UNDER THE PROVISIONS HEREOF, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE THIS AGREEMENT AND THEREUPON SHALL BE ENTITLED TO RECEIVE THE XXXXXXX MONEY AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY). SELLER AND PURCHASER HAVE MADE THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO CALCULATE, ON THE DATE HEREOF, THE AMOUNT OF ACTUAL DAMAGES FOR SUCH BREACH, AND SELLER AND PURCHASER AGREE THAT THE XXXXXXX MONEY REPRESENTS A REASONABLE FORECAST OF SUCH DAMAGES. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA), BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA). Seller: Purchaser: Initial here: _________ Initial here:__________

BREACH BY PURCHASER. IF Time is of the essence of Purchaser’s obligations hereunder. If Purchaser fails to comply with any of its obligations hereunder which are required to be performed at or prior to Closing, and such failure continues for five (5) business days after delivery of written notice thereof from Seller to Purchaser, Seller, as its sole and exclusive remedy, will be entitled to terminate this Agreement and have the Deposit paid to Seller as liquidated damages. PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX SELLER’S ACTUAL DAMAGES IN THE EVENT PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT PURCHASE THE PROPERTY OR THE PROPERTY IN ACCORDANCE HEREWITH. THEREFORE PURCHASER AND SELLER AGREE A SUM EQUAL TO THE DEPOSIT REPRESENTS ALL SELLER’S DEFAULT OR COST WITH RESPECT TO THIS TRANSACTION, THE LOSS OF OTHER OPPORTUNITIES TO SELLER AND THE PROPERTY TAX AND INTEREST BURDEN OF CARRYING THE PROPERTY DURING THE PERIOD THE PROPERTY IS KEPT OFF THE MARKET AS A TERMINATION RESULT OF THIS AGREEMENT. SELLER AGREES TO ACCEPT THE SUM OF THE DEPOSIT MADE TO THAT DATE HEREUNDER AS ITS SOLE REMEDY IN FULL SATISFACTION OF SELLER’S DAMAGES. IT IS THE INTENT OF THE PARTIES THAT THE AMOUNT OF THE DEPOSIT MADE TO THAT DATE WILL BE THE FULL AGREED LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY PURCHASER AND ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES ARE EXPRESSLY WAIVED BY SELLER. SELLER PURSUANT TO A RIGHT TO DO SO UNDER HEREBY WAIVES THE PROVISIONS HEREOF, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE THIS AGREEMENT AND THEREUPON SHALL BE ENTITLED TO RECEIVE OF ANY STATUTES WHICH ARE INCONSISTENT WITH THE XXXXXXX MONEY AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY). SELLER AND INTENT OF PURCHASER HAVE MADE THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO CALCULATE, ON THE DATE HEREOF, THE AMOUNT OF ACTUAL DAMAGES FOR SUCH BREACH, AND SELLER AND PURCHASER AGREE THAT THE XXXXXXX MONEY REPRESENTS A REASONABLE FORECAST OF SUCH DAMAGES. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA), BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA). Seller: Purchaser: Initial here: _________ Initial here:__________SET FORTH HEREIN.

BREACH BY PURCHASER. TIME IS OF THE ESSENCE OF PURCHASER’S OBLIGATIONS HEREUNDER. IF PURCHASER FAILS DEFAULTS HEREUNDER OR BREACHES ANY OF THE TERMS OR CONDITIONS CONTAINED HEREIN PRIOR TO CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT SELLER’S CLOSING AND SUCH DEFAULT OR A TERMINATION OF THIS AGREEMENT BY BREACH CONTINUES UNCURED FOR THREE (3) BUSINESS DAYS FOLLOWING NOTICE FROM SELLER TO PURCHASER OR THEREOF, SELLER PURSUANT SHALL BE ENTITLED TO A RIGHT TO DO SO UNDER THE PROVISIONS HEREOF, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE THIS AGREEMENT AND THEREUPON SHALL BE ENTITLED TO RECEIVE RETAIN THE XXXXXXX MONEY OPTION PAYMENT AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY)HEREUNDER. SELLER AND HEREBY WAIVES ANY RIGHTS, AT LAW OR IN EQUITY, THAT SELLER MAY HAVE TO SEEK SPECIFIC PERFORMANCE AGAINST PURCHASER HAVE MADE FOR PURCHASER’S BREACH OR DEFAULT UNDER THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE AGREEMENT. THE PARTIES AGREE THAT IT WOULD BE EXTREMELY IMPRACTICAL AND 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 IMPRACTICABLE TO CALCULATE, ON THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE HEREOFOF THIS AGREEMENT, THE AMOUNT OF ACTUAL LIQUIDATED DAMAGES PROVIDED FOR SUCH BREACH, AND SELLER AND PURCHASER AGREE THAT THE XXXXXXX MONEY REPRESENTS IN THIS SECTION REPRESENT A REASONABLE FORECAST ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH DAMAGES. IN PLACING THEIR INITIALS AT THE PLACES FAILURE; PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND PURCHASER’S OBLIGATIONS PURSUANT TO THOSE COVENANTS AND REPRESENTATIONS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADEPURCHASER WHICH SURVIVE CLOSING. THE PAYMENT AND RETENTION OF SUCH AMOUNT THE OPTION PAYMENT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA)3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION 1677. SELLER HEREBY WAIVES THE PROVISIONS OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA). Seller: Purchaser: Initial here: _________ Initial here:__________CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389.

BREACH BY PURCHASER. IF PURCHASER IN THE EVENT ESCROW FAILS TO CONSUMMATE CLOSE DUE TO A DEFAULT BY PURCHASER UNDER THIS AGREEMENT FOR ANY REASONNOT CURED WITHIN THE APPLICABLE NOTICE AND CURE PERIOD SET FORTH IN SECTION 8.3 BELOW, EXCEPT PURCHASER AND SELLER AGREE THAT SELLER WOULD SUFFER DAMAGES IN AN AMOUNT WHICH WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, PURCHASER WISHES TO HAVE A LIMITATION PLACED UPON PURCHASER’S POTENTIAL LIABILITY IN THE EVENT OF A DEFAULT BY PURCHASER, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES. PURCHASER AND SELLER, AFTER DUE NEGOTIATION, AGREE THAT THE AMOUNT OF THE XXXXXXX MONEY AT THE TIME OF PURCHASER’S DEFAULT OR REPRESENTS A TERMINATION REASONABLE ESTIMATE OF THIS AGREEMENT THE DAMAGES WHICH SELLER WILL SUSTAIN IF ESCROW FAILS TO CLOSE DUE TO AN EVENT OF A DEFAULT BY PURCHASER OR WHICH IS NOT CURED WITHIN THE APPLICABLE NOTICE AND CURE PERIOD. IN THE EVENT OF A DEFAULT BY PURCHASER WHICH IS NOT CURED WITHIN THE APPLICABLE NOTICE AND CURE PERIOD, SELLER PURSUANT TO A RIGHT TO DO SO UNDER THE PROVISIONS HEREOF, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO PURCHASER, CANCEL THE ESCROW AND THEREUPON SHALL BE ENTITLED TO RECEIVE RETAIN THE XXXXXXX MONEY AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY)DAMAGES. SELLER AND PURCHASER HAVE MADE THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO CALCULATE, ON THE DATE HEREOF, THE AMOUNT SUCH RETENTION OF ACTUAL DAMAGES FOR SUCH BREACH, AND SELLER AND PURCHASER AGREE THAT THE XXXXXXX MONEY REPRESENTS A REASONABLE FORECAST OF SUCH DAMAGES. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE IS SELLER’S SOLE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA), BUT EXCLUSIVE REMEDY AND IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. SELLER PURSUANT WAIVES ANY RIGHTS IT MAY HAVE TO SEEK SPECIFIC PERFORMANCE UNDER CALIFORNIA CIVIL CODE SECTIONS 1671SECTION 3389. FOLLOWING TERMINATION OF THIS AGREEMENT, 1676 AND 1677 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION CANCELLATION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA)ESCROW, AND RETENTION OF THE XXXXXXX MONEY AS LIQUIDATED DAMAGES, PURCHASER AND SELLER SHALL HAVE NO FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR THE SURVIVING OBLIGATIONS AND EXCEPT THAT PURCHASER SHALL REIMBURSE SELLER FOR THE COST OF THE SURVEY AND SHALL PAY ALL ESCROW CANCELLATION AND TITLE CHARGES IF ESCROW FAILS TO CLOSE DUE TO PURCHASER’S DEFAULT. Seller: Purchaser: Initial here: _________ Initial hereTHE PARTIES HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY THEIR SIGNATURES IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. SELLER:__________

BREACH BY PURCHASER. IF PURCHASER IN THE EVENT ESCROW FAILS TO CONSUMMATE CLOSE DUE TO A DEFAULT BY PURCHASER UNDER THIS AGREEMENT FOR ANY REASONNOT CURED WITHIN THE APPLICABLE NOTICE AND CURE PERIOD SET FORTH IN SECTION 8.3 BELOW, EXCEPT SELLERPURCHASER AND SELLER AGREE THAT SELLER WOULD SUFFER DAMAGES IN AN AMOUNT WHICH WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, PURCHASER WISHES TO HAVE A LIMITATION PLACED UPON PURCHASER’S POTENTIAL LIABILITY IN THE EVENT OF A DEFAULT OR A TERMINATION OF THIS AGREEMENT BY PURCHASER, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES. PURCHASER OR SELLER PURSUANT TO A RIGHT TO DO SO UNDER THE PROVISIONS HEREOF, AND SELLER, AS ITS SOLE AND EXCLUSIVE REMEDYAFTER DUE NEGOTIATION, MAY TERMINATE THIS AGREEMENT AND THEREUPON SHALL BE ENTITLED TO RECEIVE THE XXXXXXX MONEY AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY). SELLER AND PURCHASER HAVE MADE THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO CALCULATE, ON THE DATE HEREOF, AGREE THAT THE AMOUNT OF ACTUAL DAMAGES FOR SUCH BREACH, AND SELLER AND PURCHASER AGREE THAT THE XXXXXXX MONEY REPRESENTS A REASONABLE FORECAST ESTIMATE OF SUCH THE DAMAGES WHICH SELLER WILL SUSTAIN IF ESCROW FAILS TO CLOSE DUE TO AN EVENT OF A DEFAULT BY PURCHASER WHICH IS NOT CURED WITHIN THE APPLICABLE NOTICE AND CURE PERIOD. IN THE EVENT OF A DEFAULT BY PURCHASER WHICH IS NOT CURED WITHIN THE APPLICABLE NOTICE AND CURE PERIOD, SELLER MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO PURCHASER, CANCEL THE ESCROW AND RETAIN THE XXXXXXX MONEY AS LIQUIDATED DAMAGES. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY SUCH RETENTION OF THE STATEMENTS MADE ABOVE XXXXXXX MONEY IS SELLER'S SOLE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA), BUT EXCLUSIVE REMEDY AND IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. SELLER PURSUANT WAIVES ANY RIGHTS IT MAY HAVE TO SEEK SPECIFIC PERFORMANCE UNDER CALIFORNIA CIVIL CODE SECTIONS 1671SECTION 3389. FOLLOWING TERMINATION OF THIS AGREEMENT, 1676 AND 1677 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION CANCELLATION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA)ESCROW, AND RETENTION OF THE XXXXXXX MONEY AS LIQUIDATED DAMAGES, PURCHASER AND SELLER SHALL HAVE NO FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR THE SURVIVING OBLIGATIONS. SellerTHE PARTIES HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 8.2 AND BY THEIR SIGNATURES IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. SELLER: Purchaser: Initial here: _________ Initial herePURCHASER:__________

BREACH BY PURCHASER. IF PURCHASER IN THE EVENT ESCROW FAILS TO CONSUMMATE CLOSE DUE TO A DEFAULT BY PURCHASER UNDER THIS AGREEMENT FOR ANY REASONNOT CURED WITHIN THE APPLICABLE NOTICE AND CURE PERIOD SET FORTH IN SECTION 8.3 BELOW, EXCEPT PURCHASER AND SELLER AGREE THAT SELLER WOULD SUFFER DAMAGES IN AN AMOUNT WHICH WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, PURCHASER WISHES TO HAVE A LIMITATION PLACED UPON PURCHASER’S POTENTIAL LIABILITY IN THE EVENT OF A DEFAULT BY PURCHASER, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES. PURCHASER AND SELLER, AFTER DUE NEGOTIATION, AGREE THAT THE AMOUNT OF THE XXXXXXX MONEY AT THE TIME OF PURCHASER’S DEFAULT OR REPRESENTS A TERMINATION REASONABLE ESTIMATE OF THIS AGREEMENT THE DAMAGES WHICH SELLER WILL SUSTAIN IF ESCROW FAILS TO CLOSE DUE TO AN EVENT OF A DEFAULT BY PURCHASER OR WHICH IS NOT CURED WITHIN THE APPLICABLE NOTICE AND CURE PERIOD. IN THE EVENT OF A DEFAULT BY PURCHASER WHICH IS NOT CURED WITHIN THE APPLICABLE NOTICE AND CURE PERIOD, SELLER PURSUANT TO A RIGHT TO DO SO UNDER THE PROVISIONS HEREOF, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO PURCHASER, CANCEL THE ESCROW AND THEREUPON SHALL BE ENTITLED TO RECEIVE RETAIN THE XXXXXXX MONEY AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY)DAMAGES. SELLER AND PURCHASER HAVE MADE THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO CALCULATE, ON THE DATE HEREOF, THE AMOUNT SUCH RETENTION OF ACTUAL DAMAGES FOR SUCH BREACH, AND SELLER AND PURCHASER AGREE THAT THE XXXXXXX MONEY REPRESENTS A REASONABLE FORECAST OF SUCH DAMAGES. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE IS SELLER'S SOLE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA), BUT EXCLUSIVE REMEDY AND IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. SELLER PURSUANT WAIVES ANY RIGHTS IT MAY HAVE TO SEEK SPECIFIC PERFORMANCE UNDER CALIFORNIA CIVIL CODE SECTIONS 1671SECTION 3389. FOLLOWING TERMINATION OF THIS AGREEMENT, 1676 AND 1677 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION CANCELLATION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA)ESCROW, AND RETENTION OF THE XXXXXXX MONEY AS LIQUIDATED DAMAGES, PURCHASER AND SELLER SHALL HAVE NO FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR THE SURVIVING OBLIGATIONS. SellerTHE PARTIES HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 8.2 AND BY THEIR SIGNATURES IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. THE TERMS AND PROVISIONS OF THIS SECTION 8.2 SHALL EXPRESSLY SURVIVE CLOSING AND THE TERMINATION OF THIS AGREEMENT. SELLER: Purchaser: Initial here: _________ Initial herePURCHASER:__________

BREACH BY PURCHASER. (a) If Purchaser defaults in its obligations to satisfy any of its Article 6 obligations hereunder, Seller may terminate this Agreement and so long as Seller is not also in default of its Article 6 obligations, thereupon shall be entitled to the Xxxxxxx Money as liquidated damages (and not as a penalty) and as Seller's sole remedy and relief hereunder (except for the Surviving Obligations). Seller and Purchaser have made this provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, and Seller and Purchaser agree that these sums represent reasonable compensation to Seller for such breach. Liquidated Damages. BY INITIALING BELOW, THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF PURCHASER FAILS TO CONSUMMATE PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED FOR ANY REASONTHE PURCHASER'S BENEFIT, EXCEPT SELLER’S DEFAULT OR A TERMINATION OF PURCHASER BREACHES THIS AGREEMENT BY PURCHASER OR AGREEMENT, SELLER PURSUANT TO A RIGHT TO DO SO UNDER THE PROVISIONS HEREOF, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE THIS AGREEMENT AND THEREUPON SHALL BE ENTITLED TO RECEIVE THE XXXXXXX MONEY AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY). SELLER AND PURCHASER HAVE MADE THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO CALCULATE, ON THE DATE HEREOF, IN THE AMOUNT OF ACTUAL THE XXXXXXX MONEY, WHICH AMOUNT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT FAILS TO CLOSE, SUCH ESTIMATE BEING REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. UPON PAYMENT OF SAID SUM TO SELLER, PURCHASER SHALL BE RELEASED FROM ANY FURTHER OBLIGATION OR LIABILITY TO SELLER EXCEPT FOR SUCH BREACHTHE SURVIVING OBLIGATIONS, AND SELLER AND PURCHASER AGREE THAT THE XXXXXXX MONEY REPRESENTS A REASONABLE FORECAST OF SUCH DAMAGES. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADESHALL BE RELEASED FROM ANY FURTHER OBLIGATION OR LIABILITY TO PURCHASER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS Section 3275 OR 3369 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA)Section 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO UNDER CALIFORNIA CIVIL CODE SECTIONS Sections 1671, 1676 AND 1677 1677. /s/ AWT /s/ JT ---------------------- ---------------------- Purchaser's Initials Seller's Initials (OR ANY SIMILAR LAW(Sb) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA)Notwithstanding the provisions of Section 8.2(a) above, the foregoing shall not in any way limit, affect or impair any of Purchaser's indemnities as provided in Sections 4.2, 5.1 or 10.2 of this Agreement. Seller: Purchaser: Initial here: _________ Initial here:__________PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Page 15 Hawthorne Plaza/Triple Net Properties, L.L.C.

BREACH BY PURCHASER. TIME IS OF THE ESSENCE OF PURCHASER’S OBLIGATIONS HEREUNDER. IF PURCHASER FAILS DEFAULTS HEREUNDER OR BREACHES ANY OF THE TERMS OR CONDITIONS CONTAINED HEREIN PRIOR TO CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT SELLER’S CLOSING AND SUCH DEFAULT OR A TERMINATION OF THIS AGREEMENT BY BREACH CONTINUES UNCURED FOR THREE (3) BUSINESS DAYS FOLLOWING NOTICE FROM SELLER TO PURCHASER OR THEREOF, SELLER PURSUANT SHALL BE ENTITLED TO A RIGHT TO DO SO UNDER THE PROVISIONS HEREOF, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE THIS AGREEMENT AND THEREUPON SHALL BE ENTITLED TO RECEIVE RETAIN THE XXXXXXX MONEY OPTION PAYMENT AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY)HEREUNDER. 19 SELLER AND HEREBY WAIVES ANY RIGHTS, AT LAW OR IN EQUITY, THAT SELLER MAY HAVE TO SEEK SPECIFIC PERFORMANCE AGAINST PURCHASER HAVE MADE FOR PURCHASER’S BREACH OR DEFAULT UNDER THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE AGREEMENT. THE PARTIES AGREE THAT IT WOULD BE EXTREMELY IMPRACTICAL AND 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 IMPRACTICABLE TO CALCULATE, ON THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE HEREOFOF THIS AGREEMENT, THE AMOUNT OF ACTUAL LIQUIDATED DAMAGES PROVIDED FOR SUCH BREACH, AND SELLER AND PURCHASER AGREE THAT THE XXXXXXX MONEY REPRESENTS IN THIS SECTION REPRESENT A REASONABLE FORECAST ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH DAMAGES. IN PLACING THEIR INITIALS AT THE PLACES FAILURE; PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND PURCHASER’S OBLIGATIONS PURSUANT TO THOSE COVENANTS AND REPRESENTATIONS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADEPURCHASER WHICH SURVIVE CLOSING. THE PAYMENT AND RETENTION OF SUCH AMOUNT THE OPTION PAYMENT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA)3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION 1677. SELLER HEREBY WAIVES THE PROVISIONS OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA). Seller: Purchaser: Initial here: _________ Initial here:__________CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389.

BREACH BY PURCHASER. Purchaser shall be in default hereunder if: (a) any representation or warranty made by Purchaser is or becomes false in any material respect; or (b) Purchaser fails to cure (within the time frame set forth below) any breach of any obligation of Purchaser under this Agreement. If Purchaser defaults on any provision hereof, Seller, as a condition precedent to the exercise of its remedies or termination of this Agreement, shall be required to give Purchaser written notice of the same. Purchaser shall have 3 Business Days from the receipt of such notice to cure the default. If Purchaser timely cures the default, the default shall be deemed waived and this Agreement shall continue in full force and effect. If Purchaser fails to timely cure such default, Seller shall be entitled to terminate this Agreement pursuant to the terms of this Section 12.2. IF PURCHASER FAILS SELLER TERMINATES THIS AGREEMENT PURSUANT TO THIS SECTION 12.2 DUE TO PURCHASER’S FAILURE TO CONSUMMATE THIS AGREEMENT FOR ANY REASONTHE CLOSING IN BREACH HEREOF, EXCEPT PURCHASER AND SELLER AGREE THAT SELLER’S DEFAULT ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR A TERMINATION OF THIS AGREEMENT BY PURCHASER OR SELLER PURSUANT EXTREMELY DIFFICULT TO A RIGHT TO DO SO UNDER FIX. THE PROVISIONS HEREOFPARTIES THEREFORE AGREE THAT, IN SUCH EVENT, SELLER, AS ITS SELLER’S SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT ACTUALLY PAID OR REQUIRED TO BE PAID AS OF THE DATE OF SUCH BREACH (EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON), IN WHICH CASE (A) THIS AGREEMENT AND THEREUPON THE RIGHTS AND OBLIGATIONS OF PURCHASER AND SELLER HEREUNDER SHALL BE ENTITLED OF NO FURTHER FORCE OR EFFECT AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER OTHER THAN PURSUANT TO RECEIVE ANY PROVISION HEREOF WHICH EXPRESSLY SURVIVES THE XXXXXXX MONEY AS LIQUIDATED DAMAGES TERMINATION OF THIS AGREEMENT, (B) ESCROW AGENT SHALL DELIVER THE DEPOSIT ACTUALLY PAID (EXCLUSIVE OF INTEREST AND NOT AS A PENALTYDIVIDENDS EARNED THEREON). SELLER , OR IF SUCH DEPOSIT IS REQUIRED TO BE PAID HEREUNDER AND PURCHASER HAVE MADE THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE HAS NOT DELIVERED TO CALCULATEESCROW AGENT, ON THE DATE HEREOFTHEN PURCHASER SHALL DELIVER SUCH DEPOSIT, THE AMOUNT OF ACTUAL DAMAGES FOR SUCH BREACH, AND SELLER AND PURCHASER AGREE THAT THE XXXXXXX MONEY REPRESENTS A REASONABLE FORECAST OF SUCH DAMAGES. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA), BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SELLER’S INSTRUCTIONS, 1676 AND 1677 THE SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES, AND (OR ANY SIMILAR LAW(SC) APPLICABLE ESCROW AGENT SHALL DELIVER TO ANY PORTION PURCHASER ALL INTEREST AND DIVIDENDS EARNED ON THE DEPOSIT.4 THE PARTIES HEREBY AGREE THAT THE AMOUNT OF THE PROPERTY LOCATED DEPOSIT ACTUALLY PAID IS A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT THAT SELLER WOULD SUFFER IN STATES THE EVENT OF PURCHASER’S FAILURE TO CONSUMMATE THE CLOSING IN BREACH HEREOF. SELLER IRREVOCABLY WAIVES THE RIGHT TO SEEK OR OBTAIN ANY OTHER THAN CALIFORNIA). Seller: Purchaser: Initial here: _________ Initial here:__________LEGAL OR EQUITABLE REMEDIES, INCLUDING THE REMEDIES OF DAMAGES AND SPECIFIC PERFORMANCE FOR PURCHASER’S FAILURE TO CONSUMMATE THE CLOSING IN BREACH HEREOF.

BREACH BY PURCHASER. IF Time is of the essence of Purchaser’s obligations hereunder. If Purchaser fails to comply with any of its obligations hereunder which are required to be performed at or prior to Closing, and such failure continues for three (3) business days after delivery of written notice thereof from Seller to Purchaser, Seller, as its sole and exclusive remedy, will be entitled to terminate this Agreement and have the Deposit paid to Seller as liquidated damages. PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX SELLER’S ACTUAL DAMAGES IN THE EVENT PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT PURCHASE THE PROPERTY IN ACCORDANCE HEREWITH. THEREFORE PURCHASER AND SELLER AGREE A SUM EQUAL TO THE DEPOSIT REPRESENTS ALL SELLER’S DEFAULT OR COST WITH RESPECT TO THIS TRANSACTION, THE LOSS OF OTHER OPPORTUNITIES TO SELLER AND THE PROPERTY TAX AND INTEREST BURDEN OF CARRYING THE PROPERTY DURING THE PERIOD THE PROPERTY IS KEPT OFF THE MARKET AS A TERMINATION RESULT OF THIS AGREEMENT. XXXXXX AGREES TO ACCEPT THE SUM OF THE DEPOSIT MADE TO THAT DATE HEREUNDER AS ITS SOLE REMEDY IN FULL SATISFACTION OF SELLER’S DAMAGES. IT IS THE INTENT OF THE PARTIES THAT THE AMOUNT OF THE DEPOSIT MADE TO THAT DATE WILL BE THE FULL AGREED LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY PURCHASER AND ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES ARE EXPRESSLY WAIVED BY SELLER. SELLER PURSUANT TO A RIGHT TO DO SO UNDER HEREBY WAIVES THE PROVISIONS HEREOF, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE THIS AGREEMENT AND THEREUPON SHALL BE ENTITLED TO RECEIVE OF ANY STATUTES WHICH ARE INCONSISTENT WITH THE XXXXXXX MONEY AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY). SELLER AND INTENT OF PURCHASER HAVE MADE THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO CALCULATE, ON THE DATE HEREOF, THE AMOUNT OF ACTUAL DAMAGES FOR SUCH BREACH, AND SELLER AND PURCHASER AGREE THAT THE XXXXXXX MONEY REPRESENTS A REASONABLE FORECAST OF SUCH DAMAGESAS SET FORTH HEREIN. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA), BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA). The foregoing provisions of this Section 9.2 will not affect Seller: Purchaser: Initial here: _________ Initial here:__________’s right to recover its attorney’s fees from Purchaser under the provisions of Section 9.3

BREACH BY PURCHASER. IF Time is of the essence of Purchaser’s obligations hereunder. If Purchaser fails to comply with any of its obligations hereunder which are required to be performed at or prior to Closing, and such failure continues for five (5) business days after delivery of written notice thereof from Seller to Purchaser, Seller, as its sole and exclusive remedy, will be entitled to terminate this Agreement and have the Deposit paid to Seller as liquidated damages. PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX SELLER’S ACTUAL DAMAGES IN THE EVENT PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT PURCHASE THE PROPERTY OR THE PROPERTY IN ACCORDANCE HEREWITH. THEREFORE PURCHASER AND SELLER AGREE A SUM EQUAL TO THE DEPOSIT REPRESENTS ALL SELLER’S DEFAULT OR COST WITH RESPECT TO THIS TRANSACTION, THE LOSS OF OTHER OPPORTUNITIES TO SELLER AND THE PROPERTY TAX AND INTEREST BURDEN OF CARRYING THE PROPERTY DURING THE PERIOD THE PROPERTY IS KEPT OFF THE MARKET AS A TERMINATION RESULT OF THIS AGREEMENT. XXXXXX AGREES TO ACCEPT THE SUM OF THE DEPOSIT MADE TO THAT DATE HEREUNDER AS ITS SOLE REMEDY IN FULL SATISFACTION OF SELLER’S DAMAGES. IT IS THE INTENT OF THE PARTIES THAT THE AMOUNT OF THE DEPOSIT MADE TO THAT DATE WILL BE THE FULL AGREED LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY PURCHASER AND ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES ARE EXPRESSLY WAIVED BY SELLER. SELLER PURSUANT TO A RIGHT TO DO SO UNDER HEREBY WAIVES THE PROVISIONS HEREOF, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE THIS AGREEMENT AND THEREUPON SHALL BE ENTITLED TO RECEIVE OF ANY STATUTES WHICH ARE INCONSISTENT WITH THE XXXXXXX MONEY AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY). SELLER AND INTENT OF PURCHASER HAVE MADE THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO CALCULATE, ON THE DATE HEREOF, THE AMOUNT OF ACTUAL DAMAGES FOR SUCH BREACH, AND SELLER AND PURCHASER AGREE THAT THE XXXXXXX MONEY REPRESENTS A REASONABLE FORECAST OF SUCH DAMAGES. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA), BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA). Seller: Purchaser: Initial here: _________ Initial here:__________SET FORTH HEREIN.