Common use of Buyer Default Clause in Contracts

Buyer Default. If (a) the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three (3) Business Days of receipt of such notice: (i) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) the Deposit shall be paid to and retained by Seller as liquidated damages; and (iv) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer 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 and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement.

Buyer Default. If (a) the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three (3) Business Days of receipt of such notice: (ia) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iiib) the Deposit shall be paid to and retained by Seller as liquidated damages; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (ivd) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the Deposit deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement.

Buyer Default. If (a) the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three (3) Business Days of receipt of such notice: (ia) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iiib) the Deposit shall be paid to and retained by Seller as liquidated damages; and (ivc) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer 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 and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit (not including any interest and earnings earned thereon) shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement; provided, however, that this provision will not waive or affect Buyer’s indemnity obligations under this Agreement or Seller’s rights to enforce those indemnity obligations, nor waive or affect any of the Buyer’s other obligations under this Agreement to be performed after the Closing or Seller’s right to enforce those obligations. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement.

Buyer Default. If (a) Buyer defaults in the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) Seller has performed observance or tendered performance of all of its material covenants and obligations in accordance with this Agreementhereunder, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three continues for five (35) Business Days after the date of receipt of written notice from Seller demanding cure of such notice: (i) default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement shall terminate; (ii) by written notice to Buyer shall return all Property Information of such termination and to Seller; (iii) receive payment of the Deposit as full liquidated damages for such default of Buyer (and Escrow Agent shall be paid deliver such payment within five (5) Business Days after such demand of Seller), the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to and retained by Seller as liquidated damages; and (iv) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that estimate the damages to be suffered by Seller upon Buyer’s default, that such forfeiture of the Deposit is intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in the event of a breach default by Buyer. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement by Buyer would be difficult or impossible to determineAgreement, 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 and that such estimate is reasonable under the circumstances existing as of the date of including any indemnification provisions set forth in this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Agreement, Seller’s right to retain Terminate this Agreement and receive payment of the Deposit shall be as full liquidated damages, are Seller’s sole remedyand exclusive remedies in the event of default hereunder by Buyer, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives waives, relinquishes and releases any right and all other rights and remedies (except any that survive Closing or termination pursuant to an action for specific performance of any the express provisions of this Agreement. Notwithstanding the foregoing), this provision will including, but not limit limited to: (1) any right to xxx Buyer for damages or to prove that Seller’s actual damages exceed the Deposit which is hereby provided Seller as full liquidated damages, (2) any right to receive reimbursement xxx Buyer for attorneys’ fees pursuant to this Agreementspecific performance, nor waive or affect (3) any other right or remedy which Seller may otherwise have against Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement, either at law, or equity or otherwise.

Buyer Default. If In the event this transaction fails to close on the Closing Date due to the default of Buyer hereunder, and Owner has satisfied all its obligations under this Agreement, Owner’s and Lender’s sole and exclusive remedy shall be to terminate this Agreement by written notice of termination given to Buyer, MFG and HMF, in which event (a) if Buyer’s default occurs prior to the sale contemplated hereby is payment by HMF of the Assessed Amounts pursuant to Section 1.3(b)(vii) above, then MFG shall (i) pay to Lender from the Deposit a sum equal to the Xxxxxxx Money amount, (ii) the balance of funds from the Deposit then held by MFG not consummated because of a default paid to Lender as aforesaid shall be paid by Buyer MFG to Buyer, and (iii) no Party shall thereafter have any liability hereunder to the other Party (except as expressly stated otherwise in its obligation to purchase the Property in accordance with the terms of this Agreement), and (b) Seller if Buyer’s default occurs after HMF has performed or tendered performance paid the Assessed Amounts pursuant to Section 1.3(b)(vii) above, HMF shall utilize the original stamped copy of all this Agreement duly marked “cancelled” together with the Original Transfer Tax Receipt to invoke the Unwind Procedure and, upon recovery of its material obligations in accordance with this Agreementthe Stamp Duty and Tax Refund, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three (3) Business Days of receipt of such notice: (i) this Agreement Lender shall terminate; be paid as liquidated damages, Seller’s Liquidated Damages Amount as provided in Section 12.3 above, (ii) Buyer shall return all Property Information to Seller; (iii) the balance of funds from the Deposit then held by MFG, if any, together with the balance of the Stamp Duty and Tax Refund not paid to Lender as aforesaid shall be paid to and retained by Seller as liquidated damages; Buyer, and (iviii) Seller and Buyer no Party shall thereafter have no further obligations any liability hereunder to each the other Party (except those which survive the termination of as expressly stated otherwise in this Agreement). Buyer and Seller acknowledge Lender’s liquidated damages contemplated by this Section 16.2 are not intended to be a penalty, but rather have been agreed upon by the Parties because actual damages that the damages to Seller in the event will be sustained by Lender and/or Owner as a result of a breach such fault of this Agreement by Buyer would be extremely 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 and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement.

Buyer Default. If Buyer defaults in any of its obligations undertaken in this Agreement or New Operator defaults in any of its obligations undertaken in the OTA, and should such default continue for a period of ten (a10) business days after the sale contemplated hereby date on which Buyer receives Seller’s written notice of default, then Seller shall be entitled, as its sole and exclusive remedy, to either: (i) if Buyer is not consummated because of a willing to proceed with Closing, waive such default by Buyer in its obligation and proceed to purchase the Property Closing in accordance with the terms and provisions hereof (assuming that New Operator also waives any default under the OTA and proceeds with closing thereunder); or (ii) declare this Agreement to be terminated, in which event Seller shall be entitled to immediately receive all of this Agreementthe Xxxxxxx Money as liquidated damages as and for Seller’s sole and exclusive remedy. Upon such termination, neither Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly provided herein. Seller and Buyer agree that (a) actual damages due to Buyer’s default hereunder would be difficult and inconvenient to ascertain and that such amount is not a penalty and is fair and reasonable in light of all relevant circumstances, (b) Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three (3) Business Days of receipt of such notice: (i) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) the Deposit shall be paid to and retained by Seller amount specified as liquidated damages; and (iv) Seller and Buyer shall have no further obligations damages is not disproportionate to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer 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 and the costs that would be incurred by Seller if as a result of having withdrawn the transaction should fail Properties from the market, and (c) Buyer desires to close and that such estimate is reasonable limit its liability under this Agreement to the circumstances existing as amount of the date of this Agreement and under Xxxxxxx Money paid in the circumstances that Seller and event Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right fails to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreementcomplete Closing. Seller hereby waives any right to an action for specific performance recover the balance of the Purchase Price, or any provisions of this Agreement. Notwithstanding part thereof, and the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive pursue any other remedy permitted at law or affect in equity against Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations . In no event under this AgreementSection or otherwise shall Buyer be liable to Seller for any punitive, speculative or consequential damages.

Buyer Default. If (a) Buyer defaults under this Agreement after the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) Seller has performed or tendered performance of all of its material obligations in accordance with this AgreementApproval Date, and such default continues for fifteen (c15) Seller has provided Buyer days following written notice of such default(sfrom Seller (provided no notice shall extend the time for Closing), thenthen at Seller’s election by written notice to Buyer at any time prior to the cure of any such default, if Buyer fails to cure such default within three (3) Business Days of receipt of such notice: (i) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) be terminated and of no effect, in which event the Deposit Deposit, including any interest thereon, shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages; and damages for Buyer’s default (iv) Seller and Buyer shall have no further obligations damages for such default being extremely difficult or impractical to each other except those which survive ascertain, the termination of this Agreement. Buyer and Seller acknowledge parties acknowledging that the damages Deposit, together with all interest earned thereon, bears a reasonable relationship to Seller in the event of a breach of this Agreement by Buyer 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 which the parties estimate may be suffered by Seller if by reason of such a failure of Closing to occur, and the transaction should fail to close deposit and that such estimate interest is reasonable not an amount which is unreasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time this agreement is made (Buyer acknowledging and agreeing that Buyer has fully considered the provisions of this Section 19.1 and such breach. circumstances prior to entering into this agreement and has consulted with Buyer’s counsel with respect thereto)) and both Buyer and Seller agree shall thereupon be released from all obligations hereunder except for those that Seller’s right to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives explicitly survive any right to an action for specific performance of any provisions termination of this Agreement. Notwithstanding the foregoingforegoing provisions of this Section 19.1, this provision will not limit Seller’s right in addition to receive reimbursement for attorneys’ fees the payment of the Deposit, Seller shall be entitled to payment of reasonable costs of enforcement actually incurred by Seller to the extent payable pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this AgreementSection 16.9.

Buyer Default. If (a) the sale contemplated hereby is not consummated because of a either: (a)_a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, Agreement or (b) a failure of a condition to Seller’s performance set forth in Section 5.5 which has not been waived by Seller and the failure of which was caused by the willful conduct of Buyer, in each case after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three (3) Business Days of receipt of such notice: (ia) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iiib) the Deposit and all interest earned thereon shall be paid to and retained by Seller as liquidated damages; and (ivc) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement, including without limitation, Buyer’s obligation of indemnity under Section 3.1 above; provided, however, that this provision will not limit Seller’s right to receive reimbursement for attorney’s fees pursuant to Section 9.8 below in connection with any legal proceedings instituted by either party or Escrow Agent with respect to the enforcement of this Agreement, nor waive or affect Buyer’s indemnity obligations under this Agreement or Seller’s rights to enforce those indemnity obligations, nor waive or affect any of Buyer’s other obligations under this Agreement to be performed after the Closing or Seller’s rights to enforce those obligations. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the Deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Initials: Buyer Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement.

Buyer Default. If (a) Buyer defaults in the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) Seller has performed observance or tendered performance of all of its material covenants and obligations in accordance with this Agreementhereunder, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three continues for five (35) Business Days after the date of receipt of written notice from Seller demanding cure of such notice: (i) default, provided Seller is not in default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement shall terminate; by written notice to Buyer of such termination and, provided the deposit contemplated by Paragraph 18 of the Purchase and Sale Agreement, as amended from time to time, has not been posted by Buyer, to receive liquidated damages equal to five percent (ii5%) Buyer shall return all Property Information of the Purchase Price on or prior to Seller; (iii) the Deposit shall be paid Closing Date as full liquidated damages for such default of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to and retained by Seller as liquidated damages; and (iv) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that estimate the damages to be suffered by Seller upon Buyer’s default, that such liquidated damages are intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in the event of a breach default by Buyer. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement by Buyer would be difficult or impossible to determineAgreement, 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 and that such estimate is reasonable under the circumstances existing as of the date of including any indemnification provisions set forth in this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Agreement, Seller’s right to retain the Deposit shall be Terminate this Agreement is Seller’s sole remedyand exclusive remedy in the event of a default under this Agreement by Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to the express provisions of this Agreement), including, but not limited to: (1) any right to sxx Buyer for damages, (2) any right to sxx Buyer for specific performance, or (3) any other right or remedy which Seller may otherwise have against Buyer, either at law and in equitylaw, for Buyeror equity or otherwise. To the extent that Seller’s failure Related Party is entitled to purchase the Property deposit in accordance with the terms of this Purchase and Sale Agreement. , Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will shall not limit Seller’s right be able to receive reimbursement any damages hereunder for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreementbreach of the terms hereof.

Buyer Default. If (a) This Agreement may be terminated by the sale contemplated hereby is Seller on any Closing Date if the applicable Closing does not consummated because occur by reason of a material breach or default by the Buyer in the performance of its obligation to purchase the Property in accordance Assets under this Agreement (including, without limitation, Buyer's failure to comply with the terms requirements of this Agreement, Section 5.1). (b) Seller has performed or tendered performance of all of its material obligations in accordance with In the event this Agreement, and (c) Seller has provided Buyer written notice of such default(sAgreement is terminated pursuant to subsection 11.1(a), then, if Buyer fails to cure such default within three (3) Business Days of receipt of such notice: (i) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) the Deposit shall be paid to null and retained by Seller as liquidated damages; void and (iv) Seller of no further force or effect and Buyer neither party shall have no further any rights or obligations against or to each the other except for those provisions hereof which by their terms expressly survive the termination of this Agreement. Buyer and (c) In the event the Seller acknowledge that terminates this Agreement pursuant to Section 11.1(a), the damages Escrow Agent shall (i) to Seller the extent the Xxxxxxx Money is held in the event form of immediately available wired funds, immediately disburse the Xxxxxxx Money to the Seller or (ii) to the extent the Xxxxxxx Money is held in the form of a breach letter of this Agreement by Buyer would be difficult or impossible credit, make a full drawing under such letter of credit and disburse the proceeds of such drawing to determinethe Seller, that and upon such disbursement 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 and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and the Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Seller hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by Seller as a result of a default by the Buyer, and agree that the Xxxxxxx Money is a reasonable approximation thereof. Accordingly, the Xxxxxxx Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Seller as the Seller's sole and exclusive remedy hereunder. Section 11.2.

Buyer Default. If (a) Buyer shall fail to materially keep, observe, perform, satisfy or comply with any of the sale contemplated hereby terms or provisions required by Buyer under this Agreement to be kept, observed, performed, satisfied or complied with by Buyer, or (b) any transfer of Proposed Transfer Property to be transferred to Pulte pursuant to the terms and provisions of this Agreement is otherwise not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms and provisions of this Agreement due to circumstances or conditions that constitute a default by Buyer under this Agreement (the matters described in the foregoing clauses (a) and (b) being sometimes collectively called a “Buyer Defaults”), and any such Buyer Default is not cured within ten (10) days after receipt by Buyer of written notice thereof from Pulte, then any Xxxxxxx Money deposited by Pulte shall be refunded to Pulte immediately upon request, and Pulte shall have as its exclusive remedies the right, in its election, to either (i) terminate this Agreement and pursue Pulte’s rights and claims to damages, provided, however, that in no event shall Pulte be entitled to recovery of monetary damages in excess of Five Thousand Dollars ($5,000) for each buildable lot that was (or was required to be) included in connection with the Proposed Transfer that such Buyer Default relates to, or (ii) specifically enforce this Agreement; provided that any action by Pulte for specific performance must be commenced, if at all, within thirty (30) days of Buyer’s failure to cure such default as provided above, the failure to timely file such action shall constitute a waiver by Pulte of any such right and remedy; provided, further, that if the remedy of specific performance is not available because Buyer has either sold or encumbered the applicable Proposed Transfer Property in material breach of this Agreement, (b) Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three (3) Business Days of receipt of such notice: (i) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) the Deposit shall be paid to and retained by Seller as liquidated damages; and (iv) Seller and Buyer then Pulte shall have the right to seek, prove and recover (to the extent proven) monetary damages from Buyer with no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that limit on 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 and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreementdamages.

Buyer Default. If (a) Time shall be of the sale contemplated hereby is not consummated because essence of a this Agreement and in the event Buyer fails to comply timely with any of Buyer’s funding obligations under this Agreement relating to the Extension Payment, the Estimated Additional Cost Deposits, or the Extension Consideration, fails to provide the Undertaking on or before July 31, 2013, or this transaction fails to close on or before August 16, 2013, due to the default of Buyer hereunder, Owner’s and Lender’s sole and exclusive remedy shall be to terminate this Agreement by written notice of termination given to Buyer, MFG and HMF, in which event the Deposit shall be forfeited by Buyer in its obligation and the amount equal thereto paid to purchase the Property in accordance with the terms of this Agreement, (b) Seller has performed or tendered performance of all of its material obligations Lender in accordance with this AgreementSection 16.2. In addition to the Deposit forfeiture, Lender shall also be entitled to be paid the Extension Payment as liquidated damages for Buyer’s default. Accordingly, following such default by Buyer (1) MFG shall deliver to Lender all or a portion of the Extension Xxxxxxx Money and any other sums held in escrow by MFG, if any, not to exceed Seller’s Default Compensation, and (c2) Seller has provided Buyer written notice HMF shall utilize the original stamped copy of such default(s)this Agreement duly marked “canceled” together with the Original Transfer Tax Receipt to invoke the Unwind Procedure and, thenupon recovery of the Stamp Duty and Tax Refund, if Buyer fails to cure such default within three (3) Business Days of receipt of such notice: (i) Lender shall be paid an amount equal to Seller’s Default Compensation less amounts paid to Lender under clause (1) of this Agreement shall terminate; Section 16.2, (ii) Buyer shall return all Property Information the balance of the Stamp Duty and Tax Refund not required to Seller; (iii) the Deposit be paid to Lender as aforesaid shall be paid to Buyer, and retained (iii) no Party shall thereafter have any liability hereunder to any other Party (except as expressly stated otherwise in this Agreement). Lender’s right to receive the Extension Payment contemplated by Seller this Section 16.2 as liquidated damages; and (iv) Seller and Buyer shall have no further obligations damages is not intended to each other except those which survive be a penalty, but rather has been agreed upon by the termination Parties, taking into account the forfeiture of this Agreement. Buyer and Seller acknowledge the Deposit, because actual damages that the damages to Seller in the event will be sustained by Lender and/or Owner as a result of a breach of this Agreement such default by Buyer would be extremely 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 and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement.”

Buyer Default. If (a) In the sale contemplated hereby is not consummated because event Buyer breaches or fails, without legal excuse to complete the purchase of a default by Buyer in its obligation the Properties or to purchase the Property in accordance with the terms of this Agreement, (b) Seller has performed or tendered performance of all perform any of its other material obligations in accordance with under this Agreement, and such failure continues for ten (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three (310) Business Days after written notice from Sellers to Buyer regarding the same (provided that such ten (10) Business Day period shall not be applicable in connection with a failure by Buyer to perform any of receipt its obligations on the scheduled Closing Date or with respect to any repetitive breaches by Buyer of any provision of this Agreement), then Sellers shall, as their sole remedy therefor, be entitled to terminate this Agreement and receive the Deposit, plus all interest earned and accrued thereon, as liquidated damages (and not as a penalty) in lieu of, and as full compensation for, all other rights or claims of Sellers against Buyer by reason of such notice: default (i) other than with respect to the indemnification and restoration obligations of Buyer contained herein). Thereupon this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) terminate and the Deposit parties shall be paid to and retained by Seller as liquidated damages; and (iv) Seller and Buyer shall have no relieved of all further obligations to each other and liabilities hereunder, except those which survive the termination of this Agreementas expressly set forth herein, including, but not limited to, Buyer’s indemnification and restoration obligations. Buyer and Seller Sellers acknowledge that the damages to Seller in the event of a Sellers resulting from Buyer’s breach of this Agreement by Buyer would be difficult or impossible difficult, if not impossible, to determineascertain with any accuracy, and that the liquidated damage amount of the Deposit set forth in this Section 10.1 represents the both parties’ best efforts to approximate such potential damages. In the event Buyer breaches Buyer’s indemnification and most accurate estimate of the restoration obligations hereunder, then Buyer shall be liable to Sellers for actual damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as Sellers on account of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time Buyer’s breach of such breach. Buyer obligations, and Seller agree that Seller’s right to retain the Deposit shall in no event be Seller’s sole remedy, at law and in equity, liable for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance consequential or punitive damages on account of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreementsuch breach.

Buyer Default. If Buyer defaults in the performance of any of its obligations undertaken in this Agreement, and should such default continue for a period of ten (a10) Business Days after the sale contemplated hereby date on which Buyer receives Seller Parties’ written notice of default, then Seller Parties shall be entitled, as their sole and exclusive remedy, to be exercised only jointly by them, to either: (i) if Buyer is not consummated because of a willing to proceed with Closing, waive such default by Buyer in its obligation and proceed to purchase the Property Closing in accordance with the terms of and provisions hereof; or (ii) terminate this Agreement, in which event Seller shall be entitled to receive all of the Deposit as liquidated damages as and for Seller Parties’ sole and exclusive remedy. Upon such termination, neither Buyer, Seller Parties nor Tenant shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly provided herein. Seller Parties and Buyer agree that (a) actual damages due to Buyer’s default hereunder would be difficult and inconvenient to ascertain and that such amount is not a penalty and is fair and reasonable in light of all relevant circumstances, (b) Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three (3) Business Days of receipt of such notice: (i) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) the Deposit shall be paid to and retained by Seller amount specified as liquidated damages; and (iv) Seller and Buyer shall have no further obligations damages is not disproportionate to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer 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 and the costs that would be incurred by a Seller if Party as a result of having withdrawn the transaction should fail Properties from the market, and (c) Buyer desires to close and that such estimate is reasonable limit its liability under this Agreement to the circumstances existing as amount of the date of this Agreement and under Deposit paid in the circumstances that Seller and event Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right fails to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreementcomplete Closing. Seller Parties hereby waives waive any right to an action for specific performance recover the balance of the Purchase Price, or any provisions of this Agreement. Notwithstanding part thereof, and the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive pursue any other remedy permitted at law or affect in equity against Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations . In no event under this AgreementSection or otherwise shall Buyer be liable to Seller Parties for any punitive, speculative or consequential damages.

Buyer Default. If (a) prior to Closing Buyer fails to perform any of its obligations or is otherwise in default hereunder, and such failure or default continues for a period of five (5) Business Days after written notice from Seller, then after the expiration of such five (5) Business Day period, if such failure or default causes a material, adverse impact on Seller or the Property, then; or (b) the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three (3) Business Days of receipt of such notice: (i) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) the Deposit shall be paid to and retained by Seller as liquidated damages; and (iviii) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the Deposit deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that that, except as set forth in the last sentence of this Section 6.1, Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement, or if Buyer fails to perform any of its obligations or is otherwise in default hereunder. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, The foregoing provisions of this provision Section 6.1 will not limit Seller’s right to receive reimbursement for attorneys’ attorney’s fees pursuant to Section 9.8 below in connection with any legal proceedings instituted by either party or Escrow Agent with respect to the enforcement of this Agreement, nor waive or affect Buyer’s indemnity obligations and under this Agreement or Seller’s rights to enforce those indemnity obligations, nor waive or affect any of Buyer’s other obligations under this AgreementAgreement to be performed after the Closing or Seller’s rights to enforce those obligations; and further provided, however, that in no event shall Buyer be liable post-Closing for any representation or warranty of Buyer which Seller knew to be false prior to Closing.

Buyer Default. 6.1.1 If (a) Closing fails to occur on the sale contemplated hereby Closing Date because Buyer fails to perform any of its material obligations or is not consummated because otherwise in material default under any of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this AgreementBuyer’s obligations under Section 5.6, (b) and Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then, provided that Seller shall have delivered notice of such material failure or material default to Buyer, and Buyer shall not have remedied or cured such material failure or material default within ten (c10) Business Days after receipt of such notice, in which event the Closing Date shall be automatically extended (without the need for any action on the part of Buyer or Seller) to the Business Day after the earlier of the date Buyer remedies or cures such material default in all material respects or the expiration of such ten (10) Business Day period, (i) Seller has provided Buyer shall have the right (but not the obligation) to terminate this Agreement upon written notice of such default(s), then, if Buyer fails termination to cure such default within three (3) Business Days of receipt of such notice: (i) this Agreement shall terminateBuyer; (ii) Buyer shall return all Property Information to Seller; (iii) the Deposit (and any and all interest thereon) shall be paid to and retained by Seller as liquidated damagesdamages as its sole and exclusive remedy; and (iviii) Seller and Buyer shall have no further obligations to each other under this Agreement except those provisions which expressly survive the termination of this Agreement. Notwithstanding anything in this Section 6.1.1 to the contrary, Buyer shall not have any cure period, and Seller acknowledge that the damages will not be required to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible deliver any notice to determineBuyer, 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 with respect to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase perform on the Property Closing Date due to Buyer’s failure to deliver into Escrow the balance of the Purchase Price owed by Buyer as of the Closing Date and/or Buyer’s failure to deliver its required, executed signature pages to the closing documents, and in accordance with the terms case of any such failure on the part of Buyer (i) Seller shall have the immediate right (but not the obligation) to terminate this Agreement upon written notice of such termination to Buyer; (ii) the Deposit (and any and all interest thereon) shall be paid to and retained by Seller as liquidated damages as its sole and exclusive remedy; and (iii) Seller and Buyer shall have no further obligations to each other under this Agreement except those provisions which expressly survive the termination of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement.

Buyer Default. If (a) In the sale contemplated hereby is not consummated because event Buyer breaches or fails to complete the purchase of a default by Buyer in its obligation to purchase the Property in accordance with the terms of or to perform its obligations under this Agreement, (b) Seller has performed or tendered performance of all of its material obligations then, except as otherwise expressly set forth in accordance with this Agreement, Seller shall, as its sole remedy therefor, be entitled to receive the Deposit as liquidated damages (and (cnot as a penalty) in lieu of, and as full compensation for, all other rights or claims of Seller has provided against Buyer written notice by reason of such default(s)default, then, if Buyer fails to cure such default within three (3) Business Days of upon receipt of such notice: (i) which this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) terminate and the Deposit parties shall be paid to and retained by Seller as liquidated damages; and (iv) Seller and Buyer shall have no relieved of all further obligations to each other and liabilities hereunder, except those which survive the termination of this Agreementas expressly set forth herein. Buyer and Seller acknowledge that the damages to Seller resulting from Buyer’s breach would be difficult, if not impossible, to ascertain with any accuracy, and that the liquidated damage amount set forth in this Section 10.1 represents both parties’ best efforts to approximate such potential damages. Provided that Seller is not in default under this Agreement, if Seller terminates this Agreement pursuant to a right given to it hereunder and Buyer files any lis pendens or other form of attachment against the event Property), then Buyer (and any permitted assignee of a breach Buyer’s interest hereunder) shall be liable for all loss, cost, damage, liability or expense incurred by Seller by reason of such filing. Notwithstanding anything contained herein to the contrary, Buyer acknowledges that Buyer’s indemnification obligations which are expressly stated herein to survive the Closing or termination of this Agreement are and shall not be limited by Buyer would be difficult or impossible to determine, that the amount of the Deposit represents the parties’ best and most accurate estimate submission or forfeiture of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this AgreementDeposit.

Buyer Default. If (a) the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and (c) Seller has provided Buyer written notice of such default(s), thenExcept as set forth hereinbelow, if Buyer fails to cure defaults in the observance or performance of its covenants and obligations hereunder, or in the event of any breach by Buyer of any of the representations and warranties set forth in Paragraph 8.5, and such default within three or breach continues for five (35) Business Days after the date Seller gives notice demanding cure thereof, or if Buyer defaults in the observance or performance of receipt its covenants and obligations under any of the Related Contracts beyond any cure period afforded to Buyer pursuant to the terms thereof, Seller shall be entitled, as its sole and exclusive remedy therefor, to Terminate this Agreement by notice to Buyer of such notice: (i) this Agreement shall terminate; (ii) Buyer shall return all Property Information termination and to Seller; (iii) receive payment of the Deposit shall be paid as full liquidated damages for such default or breach of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default or breach, that it is impossible more precisely to and retained by Seller as liquidated damages; and (iv) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that estimate the damages to be suffered by Seller upon Buyer’s default or breach, that such forfeiture of the Deposit is intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in the event of a default or breach by Buyer. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement by Buyer would be difficult or impossible to determineAgreement, that the amount of the Deposit represents the parties’ best including any indemnification provisions set forth in this Agreement, and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing except as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that set forth in Paragraph 14.17, Seller’s right to retain Terminate this Agreement and receive payment of the Deposit shall be as full liquidated damages, are Seller’s sole remedyand exclusive remedies in the event of default or breach hereunder by Buyer, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives waives, relinquishes and releases any right and all other rights and remedies (except any that survive Closing or termination pursuant to an action for specific performance of any the express provisions of this Agreement. Notwithstanding the foregoing), this provision will including, but not limit limited to: (A) any right to xxx Buyer for damages or to prove that Seller’s actual damages exceed the Deposit which is hereby provided Seller as full liquidated damages, (B) any right to xxx Buyer for specific performance, or (C) any other right or remedy which Seller may otherwise have against Buyer, either at law, or equity or otherwise, including, without limitation, the right to seek and/or receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement.consequential damages. 12.2

Buyer Default. If (a) the sale contemplated hereby is not consummated because Closing fails to occur on or before the Closing Date by reason of a Buyer’s breach of or default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) Seller has performed or tendered performance of all of its material obligations in accordance with under this Agreement, and any such circumstance continues for five (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three (35) Business Days of receipt of after written notice from Seller to Buyer, which written notice shall detail such notice: default, untruth or failure, as applicable, then Seller may elect to (ia) terminate this Agreement shall terminate; (ii) Buyer shall return all Property Information by written notice to Seller; (iii) Buyer, promptly after which the Deposit shall be paid to and retained by Seller as liquidated damages; and (iv) Seller and Buyer damages and, thereafter, the parties shall have no further rights or obligations to each other hereunder except those for obligations which expressly survive the termination of this Agreement, or (b) waive the condition and proceed to close the Transaction. Buyer and Seller acknowledge and agree that the retention of the Deposit by Seller is not a penalty, it being agreed between the parties hereto that the actual damages to Seller in the event of a such breach of this Agreement by Buyer would be difficult or impossible are impractical to determine, that ascertain and the amount of the Deposit represents is a reasonable estimate thereof. Except in connection with the parties’ best and most accurate estimate indemnification obligations of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement Buyer hereunder and under the circumstances that Seller Closing Documents and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. payment obligations under Section 15.19, Seller hereby waives and releases any right to an action (and hereby covenants that it shall not) xxx Buyer: (a) for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations (b) to recover any damages of any nature or description other than or in excess of the Deposit. Buyer hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Deposit (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s rights to those indemnity obligations under this Agreementactual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Buyer Default. If (a) In the sale contemplated hereby event Buyer breaches or fails, without legal excuse to complete the purchase of the Property or to perform its obligations under this Agreement when it is not consummated because of obligated to do so, and such failure neither is a default repetitive failure by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, nor continues for five (b) Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three (35) Business Days after written notice from Seller to Buyer regarding the same (provided that such five (5) Business Day period shall not be applicable in connection with a failure by Buyer to perform any of receipt its obligations on the scheduled Closing Date), then Seller shall, as its SOLE AND EXCLUSIVE remedy therefor, be entitled to terminate this Agreement and receive the Deposit, plus all interest earned and accrued thereon, as liquidated damages (and not as a penalty) in lieu of, and as full compensation for, all other rights or claims of Seller against Buyer by reason of such notice: default (i) other than with respect to the indemnification and restoration obligations of Buyer contained herein). Thereupon this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) terminate and the Deposit parties shall be paid to and retained by Seller as liquidated damages; and (iv) Seller and Buyer shall have no relieved of all further obligations to each other and liabilities hereunder, except those which survive the termination of this Agreementas expressly set forth herein, including, but not limited to, Buyer’s indemnification and restoration obligations. Buyer and Seller acknowledge that the damages to Seller resulting from Buyer’s breach would be difficult, if not impossible, to ascertain with any accuracy, and that the liquidated damage amount set forth in this Section 10.1 represents both parties’ best efforts to approximate such potential damages. Other than its right to receive the Deposit, Seller expressly waives its rights to seek damages against Buyer in the event of a breach of this Agreement by Buyer 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 and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreementdefault hereunder. Seller hereby waives any right to an action for specific performance of any The provisions of this Agreement. Notwithstanding the foregoing, this provision will Section 10.1 shall not limit Seller’s right the obligations of Buyer to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement.indemnify Seller as set forth herein. ​ ​ ​

Buyer Default. If (a) Buyer defaults in the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) Seller has performed observance or tendered performance of all of its material covenants and obligations in accordance with this Agreementhereunder, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three continues for five (35) Business Days after the date of receipt of written notice from Seller demanding cure of such notice: (i) default, Seller shall be entitled, as its sole and exclusive remedy at law and/or in equity hereunder, to Terminate this Agreement shall terminate; (ii) by written notice to Buyer shall return all Property Information of such termination and to Seller; (iii) receive payment of the Deposit as full liquidated damages for such default of Buyer (and Escrow Agent shall be paid deliver such payment within five (5) Business Days after such demand of Seller), the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to and retained by Seller as liquidated damages; and (iv) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that estimate the damages to be suffered by Seller upon Buyer’s default, that such forfeiture of the Deposit is intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in the event of a breach default by Buyer. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement by Buyer would be difficult or impossible to determineAgreement, 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 and that such estimate is reasonable under the circumstances existing as of the date of including any indemnification provisions set forth in this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Agreement, Seller’s right to retain Terminate this Agreement and receive payment of the Deposit shall be as full liquidated damages, are Seller’s sole remedyand exclusive remedies in the event of default hereunder by Buyer, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives waives, relinquishes and releases any right and all other rights and remedies (except any that survive Closing or termination pursuant to an action for specific performance of any the express provisions of this Agreement. Notwithstanding the foregoing), this provision will including, but not limit limited to: (1) any right to xxx Buyer for damages or to prove that Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement.actual damages exceed the Deposit which is hereby provided Seller as full liquidated damages,

Buyer Default. If (a) Closing fails to occur on the sale contemplated hereby Closing Date because Buyer fails to perform any of its material obligations, or if Buyer is not consummated because of a in material default by hereunder, or Buyer materially defaults in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) after each Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and (c) Seller has then, provided Buyer written that the Sellers shall have delivered notice of such default(s)material failure or material default to Buyer, thenand Buyer shall not have remedied or cured such material failure or material default within ten (10) Business Days after receipt of such notice (or, if Buyer fails is not reasonably able to effectuate such remedy or cure within such default within three ten (310) Business Days Day period, such longer period, not to exceed thirty (30) days in the aggregate for all such material defaults), in which event the Closing Date shall be automatically extended (without the need for any action on the part of receipt Buyer or the Sellers) to the Business Day after the earlier of the date Buyer remedies or cures such material default in all material respects or the expiration of such notice: ten (10) Business Day (or longer as aforesaid) period), (i) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) the Deposit (and any and all interest thereon) shall be paid to and retained by Seller the Sellers as liquidated damages; and (iviii) Seller the Sellers and Buyer shall have no further obligations to each other under this Agreement except those provisions which expressly survive the termination of this Agreement. Buyer and Seller the Sellers acknowledge that the damages to Seller the Sellers in the event of a breach of this Agreement by Buyer 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 the Sellers if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller the Sellers and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller the Sellers agree that Seller’s the Sellers’ right to retain the Deposit (and interest earned thereof) shall be Seller’s the Sellers’ sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller The Sellers hereby waives waive any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement.

Buyer Default. If (a) Buyer defaults in the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) Seller has performed observance or tendered performance of all of its material covenants and obligations in accordance with this Agreementhereunder, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three continues for five (35) Business Days after the date of receipt of written notice from Seller demanding cure of such notice: (i) default, provided Seller is not in default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement shall terminate; by written notice to Buyer of such termination and, provided the deposit contemplated by Paragraph 18 of the Purchase and Sale Agreement, as amended from time to time, has not been posted by Buyer, to receive liquidated damages equal to five percent (ii5%) Buyer shall return all Property Information of the Purchase Price on or prior to Seller; (iii) the Deposit shall be paid Closing Date as full liquidated damages for such default of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to and retained by Seller as liquidated damages; and (iv) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that estimate the damages to be suffered by Seller upon Buyer's default, that such liquidated damages are intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller's actual damages which would be suffered by Seller in the event of default by Buyer. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement, including any indemnification provisions set forth in this Agreement, Seller's right to Terminate this Agreement is Seller's sole and exclusive remedy in the event of a breach of default under this Agreement by Buyer would be difficult Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or impossible termination pursuant 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 and that such estimate is reasonable under the circumstances existing as of the date express provisions of this Agreement and under Agreement), including, but not limited to: (1) any right to xxx Buyer for damages, (2) any right to xxx Buyer for specific performance, or (3) any other right or remedy which Seller may otherwise have against Buyer, either at law, or equity or otherwise. To the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree extent that Seller’s right 's Related Party is entitled to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property deposit in accordance with the terms of this Purchase and Sale Agreement. , Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will shall not limit Seller’s right be able to receive reimbursement any damages hereunder for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement's breach of the terms hereof.

Buyer Default. If (a) Notwithstanding anything to the sale contemplated hereby is not consummated because of a default by Buyer contrary contained in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) if, prior to Closing, Buyer is in default of this Agreement or in breach of any representation or warranty as and when made in this Agreement and Seller has performed or tendered performance of all of its material obligations in accordance with this Agreementknowledge thereof prior to Closing, and (c) then Seller has provided shall deliver to Buyer written notice of such default(s)default or breach, then, if Buyer fails to cure such which notice shall describe the nature of the default within three (3) Business Days of receipt of such notice: (i) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) the Deposit shall be paid to and retained by Seller as liquidated damages; and (iv) Seller or breach and Buyer shall have a period of five (5) days to cure same (provided, however, that Buyer shall not be entitled to any such notice and opportunity to cure for any default under Articles 10, 11, 13 and Article 16). If such default or breach remains uncured beyond the five (5) day period described above, as applicable, or in the event of such default or breach where no further such notice and cure period is permitted as provided above, then, except as provided below in this Section 12.1 and without limiting the other obligations to each other except those which and indemnities under this Agreement that expressly survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer 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 and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit shall be Seller’s sole remedyand exclusive remedy in lieu of all other legal or equitable remedies, Seller shall be entitled to (i) retain the Exxxxxx Money Deposit and interest earned thereon (net of investment charges) as Seller’s liquidated damages, or (ii) waive the default at law issue in writing and in equity, for Buyer’s failure proceed to purchase close the Property transaction contemplated by this Agreement in accordance with the other terms of this Agreement. Seller hereby waives any right to an action for specific performance of any and provisions of this Agreement. Notwithstanding the foregoingTHE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this AgreementAND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this AgreementTHE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY OBLIGATIONS UNDER SECTION 5.2 OF THIS AGREEMENT, NOR SELLER’S RIGHTS AND BUYER’S OBLIGATIONS UNDER ARTICLE 13 AND ARTICLE 16 BELOW AND UNDER THE CONFIDENTIALITY AGREEMENT. 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. EACH PARTY HEREBY AGREES TO WAIVE ANY AND ALL RIGHTS WHATSOEVER TO CONTEST THE VALIDITY OF THE LIQUIDATED DAMAGE PROVISIONS FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THAT SUCH PROVISION WAS UNREASONABLE UNDER CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT WAS MADE.

Buyer Default. If (i) either Closing fails to occur on or before the applicable Closing Date by reason of Buyer’s breach of or default under this Agreement, or (ii) prior to the First Closing, the “Closing” (as such term is defined in the Purchase and Sale Agreement [Portfolio #1]) fails to occur on or before the “Closing Date” (as such term is defined in the Purchase and Sale Agreement [Portfolio #1]) by reason of Buyer’s breach of or default under the Purchase and Sale Agreement [Portfolio #1], and any such circumstance continues for five (5) Business Days after written notice from Seller to Buyer, which written notice shall detail such default, untruth or failure, as applicable, then Seller may elect to (a) the sale contemplated hereby is not consummated because of a default terminate this Agreement by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and (c) Seller has provided Buyer written notice of such default(s)to Buyer, then, if Buyer fails to cure such default within three (3) Business Days of receipt of such notice: (i) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) promptly after which the Deposit shall be paid to and retained by Seller as liquidated damages; and (iv) Seller and Buyer damages and, thereafter, the parties shall have no further rights or obligations to each other hereunder except those for obligations which expressly survive the termination of this Agreement, or (b) waive the condition and proceed to close the Transaction. Buyer and Seller acknowledge and agree that the retention of the Deposit by Seller is not a penalty, it being agreed between the parties hereto that the actual damages to Seller in the event of a such breach of this Agreement by Buyer would be difficult or impossible are impractical to determine, that ascertain and the amount of the Deposit represents is a reasonable estimate thereof. Except in connection with the parties’ best and most accurate estimate indemnification obligations of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement Buyer hereunder and under the circumstances that Seller Closing Documents and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. payment obligations under Section 15.19, Seller hereby waives and releases any right to an action (and hereby covenants that it shall not) xxx Buyer: (a) for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations (b) to recover any damages of any nature or description other than or in excess of the Deposit. Buyer hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Deposit (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s rights to those indemnity obligations under this Agreementactual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

Buyer Default. If (a) Buyer defaults in the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) Seller has performed observance or tendered performance of all of its material covenants and obligations in accordance with this Agreementhereunder, and (c) Seller has provided Buyer written notice of such default(s), then, if Buyer fails to cure such default within three continues for five (35) Business Days after the date of receipt of written notice from Seller demanding cure of such notice: (i) default, Seller shall be entitled, as its sole and exclusive remedy hereunder, to Terminate this Agreement shall terminate; (ii) by written notice to Buyer shall return all Property Information of such termination and to Seller; (iii) receive payment of the Deposit as full liquidated damages for such default of Buyer (and Escrow Agent shall be paid deliver such payment within five (5) Business Days after such demand of Seller), the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default, that it is impossible more precisely to and retained by Seller as liquidated damages; and (iv) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that estimate the damages to be suffered by Seller upon Buyer’s default, that such forfeiture of the Deposit is intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in the event of a breach default by Buyer. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement by Buyer would be difficult or impossible to determineAgreement, 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 and that such estimate is reasonable under the circumstances existing as of the date of including any indemnification provisions set forth in this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Agreement, Seller’s right to retain Terminate this Agreement and receive payment of the Deposit shall be as full liquidated damages, are Seller’s sole remedyand exclusive remedies in the event of default hereunder by Buyer, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives waives, relinquishes and releases any right and all other rights and remedies (except any that survive Closing or termination pursuant to an action for specific performance of any the express provisions of this Agreement. Notwithstanding the foregoing), this provision will including, but not limit limited to: (1) any right to xxx Buyer for damages or to prove that Seller’s actual damages exceed the Deposit which is hereby provided Seller as full liquidated damages, (2) any right to receive reimbursement xxx Buyer for attorneys’ fees pursuant to this Agreementspecific performance, nor waive or affect (3) any other right or remedy which Seller may otherwise have against Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement, either at law, or equity or otherwise.

Buyer Default. If (a) the sale contemplated hereby is not consummated because of a default by Buyer in its obligation shall have refused to purchase the Property in accordance with the terms of this Agreement, (b) Seller has performed or tendered performance of all of its material obligations complete Closing in accordance with this Agreement (other than pursuant to a right granted in this Agreement, and (c) Seller has provided Buyer written notice of such default(s), thenthen as Seller’s sole and exclusive remedy, if Buyer fails to cure such default within three (3) Business Days of receipt of such notice: (i) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) the Xxxxxxx Money Deposit shall be paid to Seller by Escrow Agent and the Xxxxxxx Money Deposit shall be retained by Seller as liquidated damagesdamages and not as a penalty; provided, however, Seller agrees to give Buyer one (1) written notice of a Buyer default and two (2) business days following delivery of such notice to cure such default before Seller shall be entitled to retain the Xxxxxxx Money Deposit; and (iv) provided, further, such obligation of Seller to give Buyer such written notice and right to cure shall not be applicable at Closing if Seller shall have satisfied Seller’s conditions precedent to Closing set forth in Section 8(a). The receipt of the Xxxxxxx Money Deposit shall be Seller’s sole and exclusive remedy in the event of Buyer’s default hereunder, and Seller in such event hereby waives any right, unless Closing is completed, to recover the balance of the Purchase Price or any other amount. Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge agree that the actual damages to Seller in the event of a such breach of this Agreement by Buyer would be difficult or impossible are impractical 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 and that such estimate is reasonable under the circumstances existing ascertain as of the date of this Agreement and under the circumstances that amount of the Xxxxxxx Money Deposit is a reasonable estimate thereof. If Seller shall retain the Xxxxxxx Money Deposit as liquidated damages, this Agreement shall be and Buyer reasonably anticipate would exist at the time of such breachbecome null and void. Buyer and Seller agree that Nothing in this Section 10 shall limit Seller’s right to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for rights against Buyer or Buyer’s failure to purchase rights against Seller by reason of any indemnity obligations set forth in this Agreement all of which shall survive the Property in accordance with the terms termination of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement.

Buyer Default. If (a) This Agreement may be terminated by the sale contemplated hereby Sellers upon notice to Buyer (a “Seller Termination Notice”) if (i) there is not consummated because of a material breach or default by Buyer in the performance of its obligation to consummate the purchase the Property Assets in accordance with the terms and conditions of this AgreementAgreement or (ii) the Buyer breaches its Assumption/Defeasance Obligations in any material respect and such breach described in this clause (ii) has not been cured within thirty (30) days of written notice thereof from the Sellers (provided that if such thirty (30) day period would extend beyond the Closing Date, at its option, the Buyer may extend such Closing Date for the period required to effect such cure, but not beyond the earlier of (bx) Seller has performed or tendered performance of all of its material obligations in accordance with this Agreementthe date which is thirty (30) days after the Sellers’ written notice, and (cy) the Outside Closing Date); provided, however, that the right to terminate this Agreement pursuant to this Section 13.1(a) shall not be available to the Sellers if any Seller has provided Buyer written notice breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the occurrence of such default(s)material breach by the Buyer of its obligations under this Agreement; and provided, thenfurther, any termination by Seller under Section 13.1(a)(ii) shall not be effective if Buyer fails to cure such default within three five (35) Business Days days of receipt of such notice: Seller Termination Notice, Buyer agrees in writing that it shall be deemed to have made a Failed Loan Defeasance Election with respect to each Assumed Loan (i) this Agreement shall terminate; for which a Loan Assumption Consent has not already been obtained, and (ii) with respect to which the Buyer shall return all Property Information to Seller; (iii) the Deposit shall be paid to and retained by Seller as liquidated damages; and (iv) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of had not previously made a breach of this Agreement by Buyer 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 and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this AgreementFailed Loan Defeasance Election.

Buyer Default. If (a) the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, (b) Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and (c) Seller has provided Buyer then, upon written notice of such default(s), then, if Buyer fails from Seller to cure such default within three (3) Business Days of receipt of such noticeBuyer: (i) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) the Deposit shall be paid to and retained by Seller as liquidated damages; and (iviii) Seller and Buyer shall have no further obligations to each other other, except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of such a breach of this Agreement by Buyer 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 and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breachdefault. Buyer and Seller agree that Seller’s right to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this AgreementAgreement after Seller has performed. Seller hereby waives any right to an action to specifically enforce the purchase of the Property. Nothing herein shall limit, or be interpreted to limit in any manner whatsoever: (i) Buyer’s indemnity obligations pursuant to this Agreement; or (ii) Seller’s right to enforce or seek damages against Buyer for specific performance breach of any provisions covenant of Buyer pursuant to this Agreement. Notwithstanding , except for an action to specifically enforce purchase of the foregoing, this provision will not limit Property; (iii) Seller’s right to receive reimbursement for of attorneys’ fees pursuant to this AgreementSection 9.8, nor infra; or (iv) Seller’s right to waive or affect any of Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this AgreementAgreement to be performed after Closing, or Seller’s right to enforce those obligations.

Buyer Default. If (a) Buyer defaults under this Agreement at or prior to the sale contemplated hereby is not consummated because of a default Applicable Closing Date by Buyer in its obligation failing to purchase complete the Property Applicable Closing in accordance with the terms of this Agreement, Agreement or in any other material respect which remains uncured after five (b5) Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and (c) Seller has provided Buyer days written notice of from Seller to Buyer identifying such default(s)default, then, then if Buyer fails to cure such default within three (3) Business Days relates to a particular Seller’s Property, the portion of receipt of such notice: (i) this Agreement shall terminate; (ii) Buyer shall return all Property Information to Seller; (iii) the Deposit relating to such Property shall immediately be paid to and the Seller of such Property thereof by the Escrow Agent. The amounts received by such Seller shall be retained by Seller it as liquidated damages; damages and (iv) not as a penalty. The retention of such amounts shall be such Seller’s sole remedy in the event of Buyer’s default at or prior to the Applicable Closing Date, and such Seller in such event hereby waives any right, unless the Applicable Closing is completed, to recover the balance of the Allocated Purchase Price. Each Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge agree that the actual damages to such Seller in the event of a such breach of this Agreement by Buyer would be difficult or impossible are impractical 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 and that such estimate is reasonable under the circumstances existing ascertain as of the date of this Agreement and under the circumstances that amounts to be paid to such Seller and Buyer reasonably anticipate would exist at hereunder is a reasonable estimate thereof. Upon payment of the time of sums provided in this Section 15(a) to such breach. Buyer and Seller agree that as liquidated damages, such Seller’s Property shall become Excluded Property hereunder. If Buyer’s default does not relate to a particular Seller’s Property then the foregoing shall apply to each and every Seller with respect to its Property and this Agreement shall, upon the payments by Buyer to Seller specified herein, be terminated in full. The foregoing notwithstanding, no right to retain cure shall extend the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement. Notwithstanding the foregoing, this provision will not limit Seller’s right to receive reimbursement for attorneys’ fees pursuant to this Agreement, nor waive or affect Buyer’s indemnity obligations and Seller’s rights to those indemnity obligations under this AgreementApplicable Closing Date.