Common use of Buyer's Default; Liquidated Damages Clause in Contracts

Buyer's Default; Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY ON OR BEFORE THE CLOSING DATE SET FORTH HEREIN, THEN (a) SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER, AND (b) SELLER SHALL HAVE THE RIGHT TO PURSUE ANY REMEDY IN LAW OR EQUITY THAT IT MAY HAVE AGAINST BUYER ON ACCOUNT OF SUCH DEFAULT, PROVIDED, HOWEVER, THAT BY PLACING THEIR INITIALS BELOW BUYER AND SELLER AGREE THAT: (a) IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS SET FORTH HEREIN, ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER WITHOUT ANY FURTHER INSTRUCTION FROM ANY PARTY TO THIS AGREEMENT AND THE DEPOSIT SHALL BE NON-REFUNDABLE LIQUIDATED DAMAGES TO SELLER AS SELLER'S DAMAGES WOULD OTHERWISE BE DIFFICULT TO CALCULATE OR ASCERTAIN. SELLER SHALL RETAIN, AS LIQUIDATED DAMAGES FOR BREACH OF CONTRACT ON AC- COUNT OF SUCH BUYER'S DEFAULT, THE DEPOSIT ACTUALLY PAID; PROVIDED, HOW- EVER, THE AMOUNT RETAINED BY SELLER SHALL NOT EXCEED TEN PERCENT (10%) OF THE PURCHASE PRICE. (b) THE PAYMENT OF SUCH LIQUIDATED DAMAGES TO SELLER OUT OF BUYER'S DEPOSIT SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER ON AC- COUNT OF THE DEFAULT OF THE BUYER. (c) IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS SET FORTH HEREIN, BUYER RELEASES THEIR RIGHTS TO PURCHASE THE PROPERTY DE- SCRIBED IN THE AGREEMENT. BUYER HEREBY AGREES THAT THE RELEASE PROVIDED FOR IN THIS AGREEMENT EXTENDS TO ALL CLAIMS, WHETHER OR NOT CLAIMED OR SUSPECTED BY BUYER, UP TO AND INCLUDING THE DATE OF THE EXECUTION HEREOF.

Buyer's Default; Liquidated Damages. IF If the Closing and the consummation of the transaction contemplated by this Agreement do not occur solely as a result of a default by Buyer, and Buyer fails to cure such default within five (5) business days’ notice thereof, then Seller, as its sole and exclusive remedy for Buyer’s default, shall be entitled to terminate this Agreement and retain the Deposit and any Development Approvals Extension Deposits deposited with Escrow Holder as liquidated damages, in which event neither party shall thereafter have any further liability or obligation to the other, except for any indemnity or other provisions in this Agreement that specifically survive the Closing or the earlier termination of this Agreement. If Buyer defaults in any of its other representations, warranties or obligations under this Agreement, and such default continues for more than ten (10) days after written notice from Seller, then Seller ​ may terminate this Agreement at any time prior to such default being cured by giving written notice thereof, and upon termination Buyer shall forfeit the Deposit and any Development Approvals Extension Deposits deposited with Escrow Holder, and the Escrow Agent shall deliver the Deposit and any such Development Approvals Extension Deposits to Seller, and neither party shall be obligated to proceed with the purchase and sale of the Property. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES DUE TO A DEFAULT BY BUYER FAILS WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO COMPLETE THE PURCHASE OF THE PROPERTY ON OR BEFORE THE CLOSING DATE SET FORTH HEREINDETERMINE. THEREFORE, THEN (a) SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER, AND (b) SELLER SHALL HAVE THE RIGHT TO PURSUE ANY REMEDY IN LAW OR EQUITY THAT IT MAY HAVE AGAINST BUYER ON ACCOUNT OF SUCH DEFAULT, PROVIDED, HOWEVER, THAT BY PLACING THEIR INITIALS BELOW BUYER AND SELLER AGREE THAT: (a) IF BUYER FAILS TO COMPLETE BELOW, THE PURCHASE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE PROPERTY DEPOSIT AND ANY DEVELOPMENT APPROVALS EXTENSION DEPOSITS HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS SET FORTH HEREINTHE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM OR RELATED TO A BREACH BUYER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE DEPOSIT OTHER THAN WITH RESPECT TO SELLER WITHOUT ANY FURTHER INSTRUCTION FROM ANY PARTY TO THIS AGREEMENT BUYER’S INDEMNITY AND THE DEPOSIT SHALL BE NON-REFUNDABLE LIQUIDATED DAMAGES CONFIDENTIALITY OBLIGATIONS HEREUNDER, AND THAT PAYMENT OF SUCH AMOUNT TO SELLER AS SELLER'S DAMAGES WOULD OTHERWISE BE DIFFICULT TO CALCULATE OR ASCERTAIN. SELLER SHALL RETAIN, AS LIQUIDATED DAMAGES FOR BREACH OF CONTRACT ON AC- COUNT OF SUCH BUYER'S DEFAULT, THE DEPOSIT ACTUALLY PAID; PROVIDED, HOW- EVER, THE AMOUNT RETAINED BY SELLER SHALL IS NOT EXCEED TEN PERCENT (10%) OF THE PURCHASE PRICE. (b) THE PAYMENT OF SUCH LIQUIDATED DAMAGES TO SELLER OUT OF BUYER'S DEPOSIT SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER ON AC- COUNT OF THE DEFAULT OF THE BUYER. (c) IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY INTENDED AS SET FORTH HEREIN, BUYER RELEASES THEIR RIGHTS TO PURCHASE THE PROPERTY DE- SCRIBED IN THE AGREEMENTA FORFEITURE OR PENALTY. BUYER HEREBY AGREES THAT THE RELEASE PROVIDED FOR IN THIS AGREEMENT EXTENDS TO ALL CLAIMS, WHETHER OR NOT CLAIMED OR SUSPECTED BY BUYER, UP TO AND INCLUDING THE DATE OF THE EXECUTION HEREOF._____________________________________ Seller’s InitialsBuyer’s Initials

Buyer's Default; Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY ON OR BEFORE THE CLOSING DATE SET FORTH HEREINIn the event Seller terminates this Agreement under Section 10(a)(iii) of this Agreement, THEN unless it is terminated solely because of a breach by Buyer of a representation or warranty of which Buyer was not actually aware was inaccurate when made, the Deposit shall be retained by Seller as full, complete, liquidated damages (a"Liquidated Damages"), as provided below. If Seller terminates this Agreement under Section 10(a)(iii) SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYERof this Agreement solely because of a breach by Buyer of a representation or warranty of which Buyer was not actually aware was inaccurate when made, AND Seller shall only retain that portion of the Deposit necessary to reimburse its reasonable out-of-pocket expenses in connection with the transactions contemplated hereby and the remaining amount of the Deposit, if any, shall be returned to Buyer. Notwithstanding any other provisions of this Agreement to the contrary, Buyer and Seller agree that, in the event that Buyer breaches a representation or warranty (bexcept for inaccuracies of which Buyer was not aware, as set forth above) SELLER SHALL HAVE THE RIGHT TO PURSUE ANY REMEDY IN LAW OR EQUITY THAT IT MAY HAVE AGAINST BUYER ON ACCOUNT OF SUCH DEFAULTor covenant contained herein or otherwise fails to perform its obligations under this Agreement prior to the closing hereunder, it would be impracticable or extremely difficult to fix or determine Seller's actual damages. Therefore, Buyer and Seller each agree that the amount of the liquidated damages has been agreed upon as liquidated damages after negotiation as the parties' reasonable estimate of Seller's damages and as Seller's exclusive remedy against Buyer in the event of the occurrence of any event described in the first sentence of this Section (ii). Buyer and Seller each acknowledge that the payment of such liquidated damages is not intended as a forfeiture or penalty. If Buyer defaults in any material respect in its obligations hereunder or breaches a material representation or material warranty or covenant herein or otherwise fails to perform any of its obligations under this Agreement after the Closing, Seller shall be entitled to assert all claims and to exercise all remedies available to it at law or in equity; PROVIDED, HOWEVER, THAT BY PLACING THEIR INITIALS BELOW BUYER AND SELLER AGREE THAT: (a) IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS SET FORTH HEREIN, ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER WITHOUT ANY FURTHER INSTRUCTION FROM ANY PARTY TO THIS AGREEMENT AND THE DEPOSIT SHALL BE NON-REFUNDABLE LIQUIDATED DAMAGES TO SELLER AS SELLER'S DAMAGES WOULD OTHERWISE BE DIFFICULT TO CALCULATE OR ASCERTAIN. SELLER SHALL RETAIN, AS LIQUIDATED DAMAGES FOR BREACH OF CONTRACT ON AC- COUNT OF SUCH BUYER'S DEFAULT, THE DEPOSIT ACTUALLY PAID; PROVIDED, HOW- EVER, THE AMOUNT RETAINED BY SELLER SHALL NOT EXCEED TEN PERCENT (10%) OF THE PURCHASE PRICEthat Seller shall have no right to consequential damages. (b) THE PAYMENT OF SUCH LIQUIDATED DAMAGES TO SELLER OUT OF BUYER'S DEPOSIT SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER ON AC- COUNT OF THE DEFAULT OF THE BUYER. (c) IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS SET FORTH HEREIN, BUYER RELEASES THEIR RIGHTS TO PURCHASE THE PROPERTY DE- SCRIBED IN THE AGREEMENT. BUYER HEREBY AGREES THAT THE RELEASE PROVIDED FOR IN THIS AGREEMENT EXTENDS TO ALL CLAIMS, WHETHER OR NOT CLAIMED OR SUSPECTED BY BUYER, UP TO AND INCLUDING THE DATE OF THE EXECUTION HEREOF.

Buyer's Default; Liquidated Damages. IF Buyer and Seller each acknowledge that it would be difficult to ascertain the actual damages that would be suffered by Seller if Buyer defaults in consummating the purchase and sale contemplated by this Contract or breaches its obligations under this Contract. Accordingly, if all conditions precedent to Buyer’s obligation to consummate the transactions contemplated by this Contract have been satisfied or waived, but Buyer fails, refuses, or is unable to consummate the purchase and sale contemplated by this Contract, then Seller’s sole and exclusive remedy shall be to obtain the Deposit from the Escrow Agent as liquidated damages and not as a penalty for such Buyer’s default; provided, however, that Seller shall retain any and all rights under the law of contribution to the extent Seller incurs costs and Buyer fails to pay one-half of all expenses incurred under Section 12.16 below, and to recover under all indemnification obligations of Buyer set forth in this Contract; such rights to be separate from and in addition to Seller’s rights under this Section 10.1. On Seller’s receipt of the Deposit, neither party to this Contract shall have any further liability to the other and this Contract shall terminate and thereupon Seller and Buyer shall be released from all further liability under this Contract except as otherwise provided in this Contract. SELLER AND BUYER FAILS TO COMPLETE ACKNOWLEDGE AND AGREE THAT (1) THE PURCHASE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY ON OR BEFORE FROM SALE AND THE FAILURE OF CLOSING DATE SET FORTH HEREIN, THEN TO HAVE OCCURRED DUE TO A DEFAULT OF BUYER UNDER THIS CONTRACT; (a2) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS CONTRACT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) BUYER SEEKS TO LIMIT ITS LIABILITY UNDER THIS CONTRACT TO THE AMOUNT OF THE DEPOSIT IN THE EVENT THIS CONTRACT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS CONTRACT DOES NOT CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS CONTRACT; AND (4) THE AMOUNT OF THE DEPOSIT SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER, AND (b) SELLER SHALL HAVE THE RIGHT TO PURSUE ANY REMEDY IN LAW OR EQUITY THAT IT MAY HAVE AGAINST BUYER ON ACCOUNT OF SUCH DEFAULT, PROVIDED, HOWEVER, THAT CONSTITUTE REASONABLE AND VALID LIQUIDATED DAMAGES. BY PLACING THEIR INITIALS BELOW BUYER AND SELLER AGREE THAT: (a) IF BUYER FAILS TO COMPLETE BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE PURCHASE ACCURACY OF THE PROPERTY AS SET FORTH HEREIN, ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER WITHOUT ANY FURTHER INSTRUCTION FROM ANY PARTY TO THIS AGREEMENT STATEMENTS MADE ABOVE AND THE DEPOSIT SHALL BE NON-REFUNDABLE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS CONTRACT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES TO SELLER AS PROVISION. SELLER'S DAMAGES WOULD OTHERWISE BE DIFFICULT TO CALCULATE OR ASCERTAIN. SELLER SHALL RETAIN, AS LIQUIDATED DAMAGES FOR BREACH OF CONTRACT ON AC- COUNT OF SUCH : /s/ Xxxxxxx Xxxxxxx BUYER'S DEFAULT, THE DEPOSIT ACTUALLY PAID; PROVIDED, HOW- EVER, THE AMOUNT RETAINED BY SELLER SHALL NOT EXCEED TEN PERCENT (10%) OF THE PURCHASE PRICE. (b) THE PAYMENT OF SUCH LIQUIDATED DAMAGES TO SELLER OUT OF BUYER'S DEPOSIT SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER ON AC- COUNT OF THE DEFAULT OF THE BUYER. (c) IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS SET FORTH HEREIN, BUYER RELEASES THEIR RIGHTS TO PURCHASE THE PROPERTY DE- SCRIBED IN THE AGREEMENT. BUYER HEREBY AGREES THAT THE RELEASE PROVIDED FOR IN THIS AGREEMENT EXTENDS TO ALL CLAIMS, WHETHER OR NOT CLAIMED OR SUSPECTED BY BUYER, UP TO AND INCLUDING THE DATE OF THE EXECUTION HEREOF.: /s/ JG

Buyer's Default; Liquidated Damages. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, IF BUYER FAILS TO COMPLETE THE PURCHASE SALE OF THE PROPERTY ON OR BEFORE THE CLOSING DATE SET FORTH HEREINIS NOT CONSUMMATED BY REASON OF ANY MATERIAL DEFAULT BY BUYER UNDER THIS AGREEMENT, THEN (a) SELLER SHALL BE RELEASED FROM ITS OBLIGATION ENTITLED TO SELL COLLECT LIQUIDATED DAMAGES IN THE PROPERTY TO AMOUNT OF THE DEPOSIT. UPON ANY SUCH DEFAULT BY BUYER, ESCROW HOLDER SHALL RELEASE THE INITIAL DEPOSIT (AND (bIF BUYER HAS PREVIOUSLY DELIVERED THE ADDITIONAL DEPOSIT TO ESCROW HOLDER, THE ADDITIONAL DEPOSIT) TO SELLER SHALL HAVE THE RIGHT TO PURSUE ANY REMEDY IN LAW OR EQUITY THAT IT MAY HAVE AGAINST BUYER ON ACCOUNT OF SUCH DEFAULT, PROVIDED, HOWEVER, THAT BY PLACING THEIR INITIALS BELOW FULL SATISFACTION THEREOF. BUYER AND SELLER AGREE THAT: (a) IF BUYER FAILS THAT SELLER’S DAMAGES WHICH WOULD RESULT FROM BUYER’S FAILURE TO COMPLETE THE PURCHASE OF ACQUIRE THE PROPERTY AS SET FORTH HEREINA RESULT OF BUYER’S MATERIAL DEFAULT ARE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES IN THE AMOUNT OF THE INITIAL DEPOSIT AND THE ADDITIONAL DEPOSIT, IF AND WHEN DELIVERED TO ESCROW HOLDER SHALL IMMEDIATELY DELIVER HOLDER, REPRESENTS A REASONABLE ESTIMATE OF SUCH DAMAGES. THE DEPOSIT PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES FOR A MATERIAL DEFAULT BY BUYER OF ITS OBLIGATION TO SELLER WITHOUT ANY FURTHER INSTRUCTION FROM ANY PARTY TO PURCHASE THE PROPERTY UNDER THIS AGREEMENT AND IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE DEPOSIT SHALL BE NON-REFUNDABLE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AS SELLER'S DAMAGES WOULD OTHERWISE BE DIFFICULT PURSUANT TO CALCULATE OR ASCERTAINCALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER SHALL RETAIN, AS THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES FOR BREACH OF CONTRACT ON AC- COUNT OF SUCH BUYER'S DEFAULT, THE DEPOSIT ACTUALLY PAID; PROVIDED, HOW- EVER, THE AMOUNT RETAINED BY SELLER PROVISION CONTAINED IN THIS SECTION. THIS PROVISION SHALL NOT EXCEED TEN PERCENT (10%) OF THE PURCHASE PRICE. (b) THE PAYMENT OF SUCH LIQUIDATED DAMAGES LIMIT OR RESTRICT SELLER’S RIGHT TO SELLER OUT OF RECOVER ITS ATTORNEYS’ FEES AND COSTS IN ANY ACTION, PROCEEDING OR ARBITRATION ARISING FROM THIS AGREEMENT, OR SELLER’S RIGHTS AND BUYER'S DEPOSIT SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER ON AC- COUNT OF THE DEFAULT OF THE BUYER. (c) IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS SET FORTH HEREIN, BUYER RELEASES THEIR RIGHTS TO PURCHASE THE PROPERTY DE- SCRIBED IN THE AGREEMENT. BUYER HEREBY AGREES THAT THE RELEASE PROVIDED FOR ’S OBLIGATIONS UNDER ANY INDEMNITY PROVISIONS CONTAINED IN THIS AGREEMENT EXTENDS AND SELLER SHALL BE ENTITLED TO RECOVERY OF ALL CLAIMS, WHETHER OR NOT CLAIMED OR SUSPECTED BY BUYER, UP AMOUNTS PAYABLE WITH RESPECT TO AND INCLUDING THOSE PROVISIONS IN ADDITION TO THE DATE OF THE EXECUTION HEREOFLIQUIDATED DAMAGES PAYABLE UNDER THIS SECTION.

Buyer's Default; Liquidated Damages. IF BUYER FAILS TO COMPLETE EXERCISES THE PURCHASE OPTION IN ACCORDANCE WITH THIS AGREEMENT, IN THE EVENT THAT SALE AND CONVEYANCE OF THE PROPERTY ON OR BEFORE TO BUYER UNDER THIS AGREEMENT SHALL NOT BE CONSUMMATED BECAUSE OF A DEFAULT BY BUYER, BUYER WILL ABSORB ALL OF ITS COSTS RELATED TO THE CLOSING DATE SET FORTH HEREINTRANSACTION (SUCH AS APPRAISAL COSTS, THEN (aTITLE REPORTS AND COSTS OF DUE DILIGENCE) AND SELLER SHALL BE RELEASED RETAIN THE DEPOSIT, AND ANY ACCRUED INTEREST THEREON, AS LIQUIDATED DAMAGES, AND SELLER WAIVES ANY FURTHER RIGHTS TO CLAIM DAMAGES FROM ITS OBLIGATION BUYER OR TO SELL SEEK OTHER LEGAL OR EQUITABLE REMEDIES. NOTWITHSTANDING THE PROPERTY FOREGOING, NOTHING CONTAINED IN THIS SECTION SHALL AFFECT IN ANY MANNER THE INDEMNIFICATION PROVISIONS CONTAINED IN THIS AGREEMENT. SELLER’S RETENTION OF THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO COMPENSATE SELLER FOR DAMAGES IT WILL SUSTAIN BY REASON OF SUCH DEFAULT BY BUYER, AND (b) SELLER SHALL HAVE INCLUDING DAMAGES RESULTING FROM THE RIGHT TO PURSUE ANY REMEDY IN LAW OR EQUITY THAT IT MAY HAVE AGAINST BUYER ON ACCOUNT OF SUCH DEFAULT, PROVIDED, HOWEVER, THAT BY PLACING THEIR INITIALS BELOW BUYER AND SELLER AGREE THAT: (a) IF BUYER FAILS TO COMPLETE THE PURCHASE REMOVAL OF THE PROPERTY FROM THE MARKET, THE LOSS OF BUSINESS OPPORTUNITIES AND THE LOSS OF PROSPECTIVE INVESTMENTS IN OTHER PROPERTIES. SELLER AND BUYER AGREE AND ACKNOWLEDGE THAT THE AMOUNT OF SELLER’S ACTUAL DAMAGES AS SET FORTH HEREINA RESULT OF BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN, ESCROW HOLDER AND THE AMOUNT PROVIDED FOR HEREIN IS A REASONABLE ESTIMATE OF SUCH DAMAGES. THE AGREEMENT BY SELLER TO ACCEPT THE FOREGOING AMOUNT OF LIQUIDATED DAMAGES SHALL IMMEDIATELY DELIVER NOT IMPAIR THE DEPOSIT AGREEMENT BETWEEN SELLER AND BUYER THAT THE OPTION PRICE HAS BEEN DELIVERED TO SELLER WITHOUT ANY FURTHER INSTRUCTION FROM ANY PARTY TO THIS AGREEMENT AND THE DEPOSIT SHALL BE NON-REFUNDABLE LIQUIDATED DAMAGES TO SELLER AS IN CONSIDERATION OF SELLER'S DAMAGES WOULD OTHERWISE BE DIFFICULT TO CALCULATE OR ASCERTAIN. SELLER SHALL RETAIN, AS LIQUIDATED DAMAGES FOR BREACH OF CONTRACT ON AC- COUNT OF SUCH BUYER'S DEFAULT, THE DEPOSIT ACTUALLY PAID; PROVIDED, HOW- EVER, THE AMOUNT RETAINED BY SELLER SHALL NOT EXCEED TEN PERCENT (10%) ’S GRANTING OF THE PURCHASE PRICE. (b) THE PAYMENT OF SUCH LIQUIDATED DAMAGES OPTION TO SELLER OUT OF BUYER'S DEPOSIT SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER ON AC- COUNT OF THE DEFAULT OF THE BUYER. (c) IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS SET FORTH HEREIN, BUYER RELEASES THEIR RIGHTS TO PURCHASE THE PROPERTY DE- SCRIBED IN THE AGREEMENT. BUYER HEREBY AGREES THAT THE RELEASE PROVIDED FOR IN THIS AGREEMENT EXTENDS TO ALL CLAIMS, WHETHER OR NOT CLAIMED OR SUSPECTED BY BUYER, UP TO AND INCLUDING THE DATE OF THE EXECUTION HEREOF.INITIALS: Seller Buyer

Buyer's Default; Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY ON OR BEFORE THE CLOSING DATE SET FORTH HEREINIf Buyer fails to deliver the Buyer Closing Documents at the time of the Closing or to pay the Purchase Price at the Closing, THEN Escrow Agent shall pay the Xxxxxxx Money Deposit to Seller, and the Xxxxxxx Money Deposit shall be retained by Seller as full liquidated damages, and as full compensation for its injuries and not as a penalty, and that shall be Seller’s sole and exclusive remedy at law or equity for Buyer’s breach of its obligation to purchase the Premises. In no event shall Seller be entitled to specific performance of this Agreement based on any breach or default by Buyer of its obligation to purchase the Premises pursuant to the terms of this Agreement. The parties acknowledge that, if Buyer fails to fulfill Buyer’s agreements hereunder, it would be impossible to compute exactly Seller’s damages. Buyer and Seller have taken these facts into account in setting the amount of the Xxxxxxx Money Deposit and agree that the Xxxxxxx Money Deposit is a reasonable pre-estimate of probable loss and such sum represents full liquidated damages and not any penalty against Buyer. If Buyer purchases the Premises pursuant to this Agreement, this liquidated damages provision shall not be applicable to any default or breach by Buyer of any indemnification, defense or hold harmless obligation or restoration obligation of Buyer under this Agreement, or any other obligation of Buyer that expressly survives the termination of this Agreement. This liquidated damages provision also shall not serve as a limitation on (ai) SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYERthe Buyer's indemnity obligation set forth in the last paragraph of Section 13 nor (ii) the amount of reasonable attorneys' fees that Seller may pursue or collect from Buyer in the event Seller incurs attorneys' fees in a successful attempt to collect or retain the liquidated damages referred to herein . By initialing this Section 9 below, AND (b) SELLER SHALL HAVE THE RIGHT TO PURSUE ANY REMEDY IN LAW OR EQUITY THAT IT MAY HAVE AGAINST BUYER ON ACCOUNT OF SUCH DEFAULT, PROVIDED, HOWEVER, THAT BY PLACING THEIR INITIALS BELOW BUYER AND SELLER AGREE THAT: (a) IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS SET FORTH HEREIN, ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER WITHOUT ANY FURTHER INSTRUCTION FROM ANY PARTY TO THIS AGREEMENT AND THE DEPOSIT SHALL BE NON-REFUNDABLE LIQUIDATED DAMAGES TO SELLER AS SELLER'S DAMAGES WOULD OTHERWISE BE DIFFICULT TO CALCULATE OR ASCERTAINSeller and Buyer agree to the terms of this Section 9. SELLER SHALL RETAIN, AS LIQUIDATED DAMAGES FOR BREACH OF CONTRACT ON AC- COUNT OF SUCH BUYER'S DEFAULT, THE DEPOSIT ACTUALLY PAID; PROVIDED, HOW- EVER, THE AMOUNT RETAINED BY SELLER SHALL NOT EXCEED TEN PERCENT (10%) OF THE PURCHASE PRICE. (b) THE PAYMENT OF SUCH LIQUIDATED DAMAGES TO SELLER OUT OF BUYER'S DEPOSIT SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER ON AC- COUNT OF THE DEFAULT OF THE BUYER. (c) IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS SET FORTH HEREIN, BUYER RELEASES THEIR RIGHTS TO PURCHASE THE PROPERTY DE- SCRIBED IN THE AGREEMENT. BUYER HEREBY AGREES THAT THE RELEASE PROVIDED FOR IN THIS AGREEMENT EXTENDS TO ALL CLAIMS, WHETHER OR NOT CLAIMED OR SUSPECTED BY BUYER, UP TO AND INCLUDING THE DATE OF THE EXECUTION HEREOF.Buyer's Initials: /s/ ME Seller's Initials: /s/ AM