Common use of Buyer Default; Liquidated Damages Clause in Contracts

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY REASON OTHER THAN EITHER (x) THE PERMITTED TERMINATION OF THIS AGREEMENT BY BUYER AS HEREIN EXPRESSLY PROVIDED OR (y) IF ANY OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 9.5(a) ARE NOT FULFILLED OR WAIVED BY BUYER, IN WRITING, SUBJECT TO THE TERMS AND PROVISIONS OF SECTION 9.5(a), THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT FOR BUYER’S SURVIVING OBLIGATIONS. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE FOR SUCH REASONS, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT, AND SELLER HEREBY WAIVES ITS RIGHT TO SPECIFIC PERFORMANCE AGAINST BUYER. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONS. Initials: Seller WL Buyer JE

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY REASON OTHER THAN EITHER (x) THE PERMITTED TERMINATION OF THIS AGREEMENT DEFAULT BY BUYER AS HEREIN EXPRESSLY PROVIDED OR HEREUNDER THAT IS NOT CURED WITHIN THREE (y3) IF ANY OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 9.5(a) ARE NOT FULFILLED OR WAIVED BUSINESS DAYS FOLLOWING WRITTEN NOTICE BY SELLER TO BUYER, THEN, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN WRITING, SUBJECT TO THE TERMS AND PROVISIONS OF SECTION 9.5(aEQUITY), THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT AS PROVIDED IN SECTIONS 3.4, 9.7, AND 10.11. SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER’S SURVIVING OBLIGATIONS, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF APPLICABLE LAWS. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE FOR SUCH REASONSDUE TO BUYER’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT, AND SELLER HEREBY WAIVES ITS RIGHT TO SPECIFIC PERFORMANCE AGAINST BUYER. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONSINDEMNITY OBLIGATIONS HEREUNDER, INCLUDING SECTIONS 3.4, 8.7, 9.7 AND 10.11. Initials: Seller WL ____________ Buyer JE____________

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY REASON OTHER THAN EITHER (x) THE PERMITTED TERMINATION OF THIS AGREEMENT DEFAULT BY BUYER AS HEREIN EXPRESSLY PROVIDED OR (y) IF ANY OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 9.5(a) ARE NOT FULFILLED OR WAIVED BY BUYER, IN WRITING, SUBJECT TO THE TERMS AND PROVISIONS OF SECTION 9.5(a)HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT FOR BUYER’S SURVIVING OBLIGATIONSAS PROVIDED IN SECTIONS 9.7 AND 10.11 AND THE FOREGOING SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLER (SELLER HEREBY WAIVES ALL OF ITS OTHER LEGAL OR EQUITABLE REMEDIES, INCLUDING INJUNCTIVE RELIEF AND SPECIFIC PERFORMANCE). THE PARTIES HAVE AGREED THAT SELLER’S 'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE FOR SUCH REASONSDUE TO BUYER'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT, AND SELLER HEREBY WAIVES ITS RIGHT TO SPECIFIC PERFORMANCE AGAINST BUYER. BY PLACING THEIR INITIALS BELOWSIGNING THIS AGREEMENT, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING PROVISION IS INTENDED TO CONSTITUTE A PROVISION FOR LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676, AND 1766 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONS'S OBLIGATIONS UNDER SECTIONS 3.4, 9.7, 10.9 AND 10.11. InitialsBUYER AND SELLER AGREE THAT THE TERMS, WAIVERS AND PROVISIONS OF THIS SECTION ARE OF THE ESSENCE OF THIS AGREEMENT AND BUT FOR SUCH TERMS, WAIVERS AND PROVISIONS, SELLER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, WAIVERS AND PROVISIONS OF THIS SECTION, BUYER AND EACH SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION. BUYER'S INITIALS: Seller WL Buyer JE/s/ MAS SELLER'S INITIALS: /s/ SD

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY REASON OTHER THAN EITHER (x) THE PERMITTED TERMINATION OF THIS AGREEMENT DEFAULT BY BUYER AS HEREIN EXPRESSLY PROVIDED OR (y) IF ANY OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 9.5(a) ARE NOT FULFILLED OR WAIVED BY BUYER, IN WRITING, SUBJECT TO THE TERMS AND PROVISIONS OF SECTION 9.5(a)HEREUNDER, THEN SELLER SELLER, AS SELLER'S SOLE AND EXCLUSIVE REMEDY, SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT FOR BUYER’S SURVIVING OBLIGATIONSAS PROVIDED IN SECTIONS 3.4, 3.5, 9.7, AND 10.11. THE PARTIES HAVE AGREED THAT SELLER’S 'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE FOR SUCH REASONSDUE TO BUYER'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. THE PAYMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES ITS RIGHT TO SPECIFIC PERFORMANCE AGAINST BUYERTHE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONS'S INDEMNITY OBLIGATIONS UNDER SECTIONS 3.4, 9.7, AND 10.11. Initials: Seller WL Buyer JEBuyer

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY REASON OTHER THAN EITHER (x) THE PERMITTED TERMINATION OF THIS If BUYER shall fail to terminate this AGREEMENT BY as provided herein due to failure of a precondition for the benefit of BUYER AS HEREIN EXPRESSLY PROVIDED OR (y) IF ANY OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 9.5(a) ARE NOT FULFILLED OR WAIVED BY BUYERand thereafter fails to consummate this AGREEMENT for any reason other than CITY’s default hereunder, IN WRITINGCITY shall be entitled to terminate this AGREEMENT and have the Deposit retained by CITY as liquidated damages as CITY’s sole and exclusive remedy. In such event, SUBJECT TO THE TERMS AND PROVISIONS OF SECTION 9.5(a), THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT FOR BUYER’S SURVIVING OBLIGATIONSCITY shall have no right to an action for specific performance or for money damages or to any other remedy except the payment of such liquidated damage amount. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND CITY AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY CITY AS A RESULT OF BUYER'S FAILURE TO CONSUMMATE COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS SALE FOR SUCH REASONSAGREEMENT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL AND THAT UNDER THE CIRCUMSTANCES EXISTING ON AS OF THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS LIQUIDATED DAMAGES PROVIDED FOR IN THIS PARAGRAPH REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH CITY WILL INCUR AS A RESULT OF SUCH FAILURE. THEREFORE, BUYER AND CITY DO HEREBY AGREE THAT SELLER A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT CITY WOULD INCUR SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE DEPOSIT. SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR SUCH EVENT, AND SELLER HEREBY WAIVES ITS RIGHT TO SPECIFIC PERFORMANCE AGAINST BREACH OF THIS AGREEMENT BY BUYER. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY PAYMENT OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS SUCH AMOUNT AS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONSCONSTITUTE LIQUIDATED DAMAGES TO CITY PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. CITY HEREBY WAIVES THE CIVIL PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. City's Initials Buyer's Initials: Seller WL Buyer JE

Buyer Default; Liquidated Damages. SELLER AND BUYER AGREE THAT, IF THE PURCHASE AND SALE OF THE PROPERTY IS NOT CONSUMMATED DUE COMPLETED AND THIS AGREEMENT TERMINATES BECAUSE BUYER DEFAULTS UNDER OR BREACHES THIS AGREEMENT (AND FAILS TO CURE ANY REASON OTHER THAN EITHER SUCH BREACH OR DEFAULT WITHIN THREE (x3) BUSINESS DAYS AFTER WRITTEN NOTICE THEREOF FROM SELLER, EXCEPT WITH RESPECT TO BUYER’S OBLIGATION TO DELIVER THE PERMITTED PURCHASE PRICE TO ESCROW HOLDER, FOR WHICH NO NOTICE OR CURE SHALL BE AVAILABLE), THE PORTION OF THE DEPOSIT THEN DEPOSITED WITH ESCROW HOLDER PURSUANT TO THIS AGREEMENT SHALL BE PAID TO SELLER UPON TERMINATION OF THIS AGREEMENT AND RETAINED BY BUYER AS HEREIN EXPRESSLY PROVIDED OR (y) IF ANY OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 9.5(a) ARE NOT FULFILLED OR WAIVED BY BUYER, IN WRITING, SUBJECT TO THE TERMS AND PROVISIONS OF SECTION 9.5(a), THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT DAMAGES AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT FOR BUYER’S SURVIVING OBLIGATIONS. THE PARTIES HAVE AGREED THAT AS SELLER’S ACTUAL DAMAGES, SOLE REMEDY AT LAW OR IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE FOR SUCH REASONS, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINEEQUITY. AFTER NEGOTIATION, THE PARTIES HAVE AGREED SELLER AND BUYER AGREE THAT, CONSIDERING ALL UNDER THE CIRCUMSTANCES EXISTING ON AS OF THE DATE OF THIS AGREEMENT, ACTUAL DAMAGES MAY BE DIFFICULT TO ASCERTAIN AND THE AMOUNT PORTION OF THE DEPOSIT THEN DEPOSITED WITH ESCROW HOLDER PURSUANT TO THIS AGREEMENT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCURRED BY SELLER WOULD INCUR IN SUCH EVENTIF BUYER DEFAULTS UNDER OR BREACHES THIS AGREEMENT AND FAILS TO PURCHASE THE PROPERTY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF BUYER SHALL REMAIN READY, WILLING AND ABLE TO CLOSE ON THE PURCHASE OF THE PROPERTY UNDER THIS AGREEMENT, SELLER HEREBY WAIVES ITS SHALL HAVE NO RIGHT TO SPECIFIC PERFORMANCE AGAINST BUYER. TERMINATE THIS AGREEMENT FOR ANY BREACH OR DEFAULT BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY BUYER THAT (I) IS NOT CAPABLE OF THE STATEMENTS MADE ABOVE AND CURE AFTER THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINEDBUYER, AT THE TIME THIS AGREEMENT WAS MADE(II) DOES NOT MATERIALLY ADVERSELY AFFECT SELLER, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. PROPERTY OR ANY TENANT UNDER ANY LEASE, (III) DOES NOT DELAY THE FOREGOING IS CLOSING BEYOND THE OUTSIDE CLOSING DATE AND (IV) DOES NOT INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONS. Initials: Seller WL Buyer JERESULT IN THE SELLER INCURRING ANY ADDITIONAL COSTS OR EXPENSES THAT ARE NOT REIMBURSED BY BUYER UPON DEMAND.

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY REASON OTHER THAN EITHER (x) THE PERMITTED TERMINATION OF THIS AGREEMENT DEFAULT BY BUYER AS HEREIN EXPRESSLY PROVIDED OR HEREUNDER AND BUYER FAILS TO CURE SUCH BREACH WITHIN FIVE (y5) IF ANY BUSINESS DAYS AFTER BUYER’S RECEIPT OF WRITTEN NOTICE FROM SELLER SPECIFYING SUCH BREACH (PROVIDED, HOWEVER, THAT THE CONDITIONS PRECEDENT SET FORTH IN SECTION 9.5(a) ARE FOREGOING NOTICE AND CURE RIGHTS SHALL NOT FULFILLED OR WAIVED BY APPLY TO BUYER, IN WRITING, SUBJECT ’S FAILURE TO CLOSE ON THE TERMS AND PROVISIONS OF SECTION 9.5(aCLOSING DATE), THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT FOR BUYER’S SURVIVING OBLIGATIONSAS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE FOR SUCH REASONSDUE TO BUYER’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT, AND SELLER HEREBY WAIVES ITS RIGHT TO SPECIFIC PERFORMANCE AGAINST BUYER. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE PARTIES ACKNOWLEDGE THAT SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONSOBLIGATIONS UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ALL OF BUYER’S INDEMNITIES IN THIS AGREEMENT. Initials: Seller WL /s/ KR Buyer JE/s/ MA

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY REASON OTHER THAN EITHER (x) THE PERMITTED TERMINATION OF THIS AGREEMENT DEFAULT BY BUYER AS HEREIN EXPRESSLY PROVIDED OR HEREUNDER AND BUYER FAILS TO CURE SUCH BREACH WITHIN THREE (y3) IF ANY BUSINESS DAYS AFTER BUYER’S RECEIPT OF WRITTEN NOTICE FROM SELLER SPECIFYING SUCH BREACH (PROVIDED, HOWEVER, THAT THE CONDITIONS PRECEDENT SET FORTH IN SECTION 9.5(a) ARE FOREGOING NOTICE AND CURE RIGHTS SHALL NOT FULFILLED OR WAIVED BY APPLY TO BUYER, IN WRITING, SUBJECT ’S FAILURE TO CLOSE ON THE TERMS AND PROVISIONS OF SECTION 9.5(aCLOSING DATE), THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT FOR BUYER’S SURVIVING OBLIGATIONSAS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE FOR SUCH REASONSDUE TO BUYER’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT, AND SELLER HEREBY WAIVES ITS RIGHT TO SPECIFIC PERFORMANCE AGAINST BUYER. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE PARTIES ACKNOWLEDGE THAT SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONSOBLIGATIONS UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ALL OF BUYER’S INDEMNITIES IN THIS AGREEMENT. Initials: Seller WL /s/ KR, /s/ SDS Buyer JE/s/ RTP

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY REASON OTHER THAN EITHER (x) THE PERMITTED TERMINATION OF THIS AGREEMENT MATERIAL DEFAULT BY BUYER AS HEREIN EXPRESSLY PROVIDED OR HEREUNDER AND BUYER FAILS TO CURE SUCH DEFAULT WITHIN FIVE (y5) IF ANY BUSINESS DAYS AFTER BUYER’S RECEIPT OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 9.5(a) ARE NOT FULFILLED OR WAIVED BY BUYER, IN WRITING, SUBJECT TO THE TERMS AND PROVISIONS OF SECTION 9.5(a)WRITTEN NOTICE FROM SELLER SPECIFYING SUCH DEFAULT, THEN SELLER SHALL RETAIN THE DEPOSIT (INCLUDING THE EXTENSION DEPOSIT, IF MADE) AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDERHEREUNDER AT LAW OR IN EQUITY, EXCEPT FOR BUYER’S SURVIVING OBLIGATIONSAS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE FOR SUCH REASONS, DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT, AND SELLER HEREBY WAIVES ITS RIGHT TO SPECIFIC PERFORMANCE AGAINST BUYER. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING PARTIES ACKNOWLEDGE THAT SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE THAT, IN NO EVENT, SHALL THIS LIQUIDATED DAMAGES PROVISION LIMIT BUYERSELLER’S SURVIVING OBLIGATIONSRIGHTS OR RECOURSE WITH RESPECT TO (A) ANY INDEMNITY AND/OR WARRANTY PROVISIONS OF THIS AGREEMENT; (B) ANY DEFAULT BY BUYER FOLLOWING THE CLOSE OF ESCROW; AND (C) ANY ATTORNEYS’ FEES INCURRED BY SELLER IN ENFORCING OR INTERPRETING THIS AGREEMENT OR ANY OTHER AGREEMENTS AND THE PARTIES FURTHER AGREE, IN THE EVENT SELLER MAKES A CLAIM FOR ANY OF THE MATTERS DESCRIBED IN SUBSECTION (A) THROUGH (C) ABOVE, ALL OF SELLER’S RIGHTS, OPTIONS AND REMEDIES SHALL BE CUMULATIVE AND NOT ONE OF THEM SHALL BE EXCLUSIVE OF THE OTHER AND SELLER SHALL HAVE, WITH RESPECT TO THE MATTERS SET FORTH IN SUBSECTIONS (A) THROUGH (C) ABOVE, THE RIGHT TO PURSUE ANY OR ALL OF SUCH REMEDIES OR TO SEEK DAMAGES IN CONNECTION WITH THE MATTERS DESCRIBED IN (A) THROUGH (C) ABOVE IN THE EVENT OF ANY BREACH OF THE TERMS HEREOF BY BUYER OR TO PURSUE ANY OTHER REMEDY OR RELIEF WHICH MAY BE PROVIDED BY LAW OR EQUITY, WHETHER OR NOT STATED IN THIS AGREEMENT. Initials: Seller WL Seller_______ Buyer JE_______

Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED SOLELY DUE TO ANY REASON OTHER THAN EITHER (x) THE PERMITTED TERMINATION OF THIS AGREEMENT A DEFAULT BY BUYER AS HEREIN EXPRESSLY PROVIDED HEREUNDER OR (y) IF ANY DUE TO THE FAILURE OF THE CONDITIONS A CONDITION PRECEDENT SET FORTH IN SECTION 9.5(a9.2(B) ARE (EXCEPT IN THE EVENT THAT SUCH CONDITION PRECEDENT WAS NOT FULFILLED OR WAIVED SATISFIED BECAUSE OF A DEFAULT BY BUYER, IN WRITING, SUBJECT TO THE TERMS AND PROVISIONS OF SECTION 9.5(aSELLER UNDER THIS AGREEMENT), THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, HEREUNDER EXCEPT FOR BUYER’S THE SURVIVING OBLIGATIONS. THE PARTIES HAVE AGREED THAT SELLER’S 'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE FOR SUCH REASONSSOLELY DUE TO BUYER'S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD THE CLOSING NOT OCCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR THE FAILURE OF THE CLOSING DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENTEFFECTIVE DATE, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT, AND SELLER HEREBY WAIVES ITS RIGHT TO SPECIFIC PERFORMANCE AGAINST BUYER. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED NOTHING IN THIS SECTION 5.2 SHALL BE DEEMED TO LIMIT BUYER’S SURVIVING OBLIGATIONS. Initials: Seller WL Buyer JESELLER'S RIGHT TO RECOVER REASONABLE THIRD-PARTY ATTORNEYS' FEES PURSUANT TO SECTION 11.8 BELOW.

Buyer Default; Liquidated Damages. IF BUYER AND SELLER AGREE THAT FOLLOWING BUYER’S DELIVERY OF THE NOTICE OF APPROVAL AND ENTRY OF THE SALE IS NOT CONSUMMATED DUE ORDER, IN THE EVENT THE CONDITIONS PRECEDENT TO ANY REASON OTHER THAN EITHER (x) THE PERMITTED TERMINATION CLOSING OF THIS AGREEMENT BY BUYER AS HEREIN EXPRESSLY PROVIDED OR (y) IF ANY OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 9.5(a) ARE NOT FULFILLED HAVE BEEN SATISFIED OR WAIVED BY BUYER, IN WRITINGAND BUYER DEFAULTS ON ITS OBLIGATION TO COMPLETE THE CLOSING PURSUANT TO THIS AGREEMENT, SUBJECT TO THE TERMS AND PROVISIONS CONDITIONS OF SECTION 9.5(a)11.3 BELOW, THEN AND PROVIDED THAT SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE IS NOT IN DEFAULT OF THIS AGREEMENT BEYOND ANY APPLICABLE NOTICE AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDERCURE PERIODS, EXCEPT FOR BUYER’S SURVIVING OBLIGATIONS. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE DAMAGES TO CONSUMMATE THIS SALE FOR SUCH REASONS, SELLER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE AND IMPRACTICAL TO DETERMINE. AFTER NEGOTIATIONBUYER AND SELLER FURTHER AGREE THAT THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE RESULTING DAMAGES TO SELLER, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE SUCH DAMAGES INCLUDING COSTS OF NEGOTIATING AND DRAFTING OF THIS AGREEMENT, COSTS OF COOPERATING IN SATISFYING CONDITIONS TO CLOSING, COSTS OF SEEKING ANOTHER BUYER UPON BUYER’S DEFAULT, OPPORTUNITY COSTS IN KEEPING THE PROPERTY OUT OF THE MARKETPLACE, AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. ACCORDINGLY, BUYER AND SELLER HAVE AGREED TO FIX AS LIQUIDATED DAMAGES THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR THEN IN SUCH EVENTESCROW, AND SELLER HEREBY WAIVES ITS RIGHT TO SPECIFIC PERFORMANCE AGAINST BUYERMAY RECOVER AND/OR RETAIN SUCH AMOUNT WITHOUT RESTRICTION AS LIQUIDATED DAMAGES, AND WHICH SHALL CONSTITUTE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY SELLER’S RETENTION OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS SAID SUMS AS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED AS A FORFEITURE OR PENALTY UNDER CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT INSTEAD, IS INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONSCONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. SELLER AGREES THAT THESE LIQUIDATED DAMAGES SHALL BE IN LIEU OF ANY OTHER MONETARY RELIEF OR OTHER REMEDY, INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE, TO WHICH SELLER OTHERWISE MIGHT BE ENTITLED UNDER THIS AGREEMENT, AT LAW OR IN EQUITY. THE LIMITATIONS CONTAINED IN THIS SECTION SHALL NOT APPLY TO ANY INDEMNITY OBLIGATIONS CONTAINED IN THIS AGREEMENT OR TO ANY REMEDY AVAILABLE TO SELLER UNDER SECTION 11 OF THIS AGREEMENT. BUYER AND SELLER SPECIFICALLY ACKNOWLEDGE THEIR AGREEMENT TO THE FOREGOING LIQUIDATED DAMAGES PROVISION BY INITIALING THIS PARAGRAPH IN THE APPROPRIATE SPACES PROVIDED BELOW: Buyer’s Initials: Seller WL Buyer JE_________ Seller’s Initials: ___________