Common use of Defaults by Buyer Clause in Contracts

Defaults by Buyer. BUYER AND SELLER AGREE THAT IF THERE IS ANY DEFAULT BY BUYER UNDER THIS AGREEMENT, FOLLOWING NOTICE TO BUYER AND SEVEN (7) DAYS, DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX SELLER’S ACTUAL DAMAGES FOR, AMONG OTHER ITEMS, TAKING OR HAVING THE PROPERTY OFF THE MARKET, AND BUYER AND SELLER AGREE THAT THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES IF THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO BUYER’S DEFAULT. IN ADDITION, BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, AND SELLER DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, IF THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO THE DEFAULT OF BUYER (BEYOND ANY APPLICABLE NOTICE AND CURE PERIOD), THEN UPON THE WRITTEN DEMAND OF SELLER THIS AGREEMENT AND THE ESCROW SHALL BE TERMINATED AND CANCELLED. IN SUCH EVENT, (A) ESCROW HOLDER SHALL RETURN ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED SAME, (B) ALL TITLE AND ESCROW CANCELLATION CHARGES SHALL BE CHARGED TO BUYER, (C) ESCROW HOLDER SHALL RELEASE THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES FOR BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (D) BUYER SHALL DELIVER TO SELLER, AT NO COST TO SELLER, THE DUE DILIGENCE ITEMS AND, IF REQUESTED IN WRITING BY SELLER, ANY OR ALL OF BUYER’S REPORTS, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF BUYER’S DEFAULT SHALL BE LIMITED TO THE RECEIPT OF THE DEPOSIT AND SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE); PROVIDED, HOWEVER, THAT THIS LIQUIDATED DAMAGES PROVISION SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR OR RECOVER DAMAGES IN CONNECTION WITH BUYER’S INDEMNITY OF SELLER PURSUANT TO SECTION 5.3, AND/OR RECOVER ATTORNEYS’ FEES AND COURT COSTS PURSUANT TO SECTION 18. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.

Defaults by Buyer. BUYER AND SELLER AGREE THAT IF THERE IN THE EVENT THE SALE OF THE PROPERTY IS ANY NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER UNDER THIS AGREEMENT, AGREEMENT ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND SEVEN TEN (710) DAYS, DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, IT WOULD SELLER MAY DECLARE THIS AGREEMENT TERMINATED, IN WHICH CASE, THE DEPOSIT SHALL BE IMPRACTICAL OR EXTREMELY DIFFICULT PAID TO FIX AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES FORDAMAGES, AMONG OTHER ITEMS, TAKING OR HAVING IN THE EVENT THE SALE OF THE PROPERTY OFF IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE MARKET, AND BUYER AND SELLER AGREE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE DEPOSIT IS A PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES IF THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO BUYER’S DEFAULT. IN ADDITION, BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, AND SELLER DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, IF THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO THE DEFAULT OF BUYER (BEYOND ANY APPLICABLE NOTICE AND CURE PERIOD), THEN UPON THE WRITTEN DEMAND OF SELLER THIS AGREEMENT AND THE ESCROW SHALL BE TERMINATED AND CANCELLED. IN SUCH EVENT, (A) ESCROW HOLDER SHALL RETURN ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED SAME, (B) ALL TITLE AND ESCROW CANCELLATION CHARGES SHALL BE CHARGED TO BUYER, (C) ESCROW HOLDER SHALL RELEASE THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES FOR BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (D) BUYER SHALL DELIVER TO SELLER, AT NO COST TO SELLER, THE DUE DILIGENCE ITEMS AND, IF REQUESTED IN WRITING BY SELLER, ANY OR ALL OF BUYER’S REPORTS, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF AGAINST BUYER’S DEFAULT SHALL BE LIMITED TO THE RECEIPT OF THE DEPOSIT AND SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF , AT LAW OR IN EQUITY (INCLUDINGEQUITY, WITHOUT LIMITATIONIN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE); PROVIDEDWHICH SURVIVE TERMINATION. THE FOREGOING NOTWITHSTANDING, HOWEVER, THAT THIS LIQUIDATED DAMAGES PROVISION SHALL NOT LIMIT SELLER’S NO RIGHT TO RECEIVE REIMBURSEMENT FOR OR RECOVER DAMAGES IN CONNECTION WITH BUYER’S INDEMNITY CURE SHALL EXTEND THE CLOSE OF SELLER PURSUANT TO SECTION 5.3, AND/OR RECOVER ATTORNEYS’ FEES AND COURT COSTS PURSUANT TO SECTION 18ESCROW. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.INITIALS: Seller /s/ JGA Buyer /s/ ARB

Defaults by Buyer. IF PRIOR TO THE CLOSE OF ESCROW BUYER AND SELLER AGREE THAT IF THERE IS DEFAULTS IN PERFORMING ANY DEFAULT COVENANTS OR AGREEMENT TO BE PERFORMED BY BUYER UNDER THIS AGREEMENT, AGREEMENT OR IF BUYER BREACHES IN ANY MATERIAL RESPECT ANY REPRESENTATION OR WARRANTIES MADE BY BUYER IN THIS AGREEMENT FOLLOWING NOTICE TO BUYER AND SEVEN (7) DAYS, DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULTDEFAULT AND THE SALE OF THE PROPERTY DOES NOT OCCUR AS A RESULT THEREOF, IT WOULD SELLER MAY DECLARE THIS AGREEMENT TERMINATED, IN WHICH CASE, THE DEPOSIT SHALL BE IMPRACTICAL OR EXTREMELY DIFFICULT PAID TO FIX AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES FORDAMAGES, AMONG OTHER ITEMS, TAKING OR HAVING IN THE EVENT THE SALE OF THE PROPERTY OFF IS NOT CONSUMMATED BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE MARKET, AND BUYER AND SELLER AGREE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT IS A HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES IF THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO BUYER’S DEFAULT. IN ADDITION, BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, AND SELLER DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, IF THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO THE DEFAULT OF BUYER (BEYOND ANY APPLICABLE NOTICE AND CURE PERIOD), THEN UPON THE WRITTEN DEMAND OF SELLER THIS AGREEMENT AND THE ESCROW SHALL BE TERMINATED AND CANCELLED. IN SUCH EVENT, (A) ESCROW HOLDER SHALL RETURN ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED SAME, (B) ALL TITLE AND ESCROW CANCELLATION CHARGES SHALL BE CHARGED TO BUYER, (C) ESCROW HOLDER SHALL RELEASE THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES FOR BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (D) BUYER SHALL DELIVER TO SELLER, AT NO COST TO SELLER, THE DUE DILIGENCE ITEMS AND, IF REQUESTED IN WRITING BY SELLER, ANY OR ALL OF BUYER’S REPORTS, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF AGAINST BUYER’S DEFAULT SHALL BE LIMITED TO THE RECEIPT OF THE DEPOSIT AND SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF , AT LAW OR IN EQUITY (INCLUDINGEQUITY, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE); PROVIDED, HOWEVER, THAT THIS LIQUIDATED DAMAGES PROVISION SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR OR RECOVER DAMAGES IN CONNECTION WITH BUYER’S INDEMNITY THE EVENT THE SALE OF SELLER PURSUANT TO SECTION 5.3, AND/OR RECOVER ATTORNEYS’ FEES AND COURT COSTS PURSUANT TO SECTION 18. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES PROPERTY IS NOT INTENDED AS CONSUMMATED SOLELY BECAUSE OF A FORFEITURE OR PENALTY WITHIN DEFAULT UNDER THIS AGREEMENT ON THE MEANING PART OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369BUYER and each party shall thereupon be relieved of all further obligations and liabilities, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671except any which survive termination. The foregoing notwithstanding, 1676 AND 1677no right to cure shall extend the Close of Escrow.

Defaults by Buyer. If there is any default by Buyer under this Agreement and if, as a result, Buyer does not acquire the Property at Closing, then following notice to Buyer and seven (7) days (or date of Closing, whichever is earlier), during which period Buyer may cure the default, then Seller may, as its sole remedy, declare this Agreement terminated, in which case the Deposit shall be paid to Seller as liquidated damages and each party shall thereupon be relieved of all further obligations and liabilities, except any which survive termination. Notwithstanding the foregoing, the Buyer's right to cure shall not be applicable to a failure to close and the Closing shall in no event be extended pursuant to this Section. In the event this Agreement is terminated due to the default of Buyer hereunder, Buyer shall deliver to Seller, at no cost to Seller, the Due Diligence Items and all of Buyer's Reports. THE PARTIES ACKNOWLEDGE THAT THIS TRANSACTION FAILS TO CLOSE AS THE RESULT OF A MATERIAL DEFAULT BY BUYER OF ITS OBLIGATION TO PURCHASE THE PROPERTY UNDER THIS AGREEMENT, SELLER'S DAMAGES WOULD BE DIFFICULT OR IMPOSSIBLE TO COMPUTE AND SELLER AGREE THAT IF THERE IS ANY THE DEPOSIT MADE BY BUYER UNDER SECTION 2.1 ABOVE REPRESENTS THE REASONABLE ESTIMATE OF SUCH DAMAGES ESTABLISHED BY THE PARTIES THROUGH GOOD FAITH CONSIDERATION OF THE FACTS AND CIRCUMSTANCES SURROUNDING THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT AS OF THE EFFECTIVE DATE, IN THE EVENT OF SUCH MATERIAL DEFAULT BY BUYER UNDER THIS AGREEMENT, FOLLOWING NOTICE TO BUYER AND SEVEN (7) DAYS, DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX SELLER’S ACTUAL DAMAGES FOR, AMONG OTHER ITEMS, TAKING OR HAVING THE PROPERTY OFF THE MARKET, AND BUYER AND SELLER AGREE THAT THE SHALL RETAIN SUCH AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES IF THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO BUYER’S DEFAULT. IN ADDITION, BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, AND SELLER DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, IF THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO THE DEFAULT OF BUYER (BEYOND ANY APPLICABLE NOTICE AND CURE PERIOD), THEN UPON THE WRITTEN DEMAND OF SELLER THIS AGREEMENT AND THE ESCROW SHALL BE TERMINATED AND CANCELLED. IN SUCH EVENT, (A) ESCROW HOLDER SHALL RETURN ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED SAME, (B) ALL TITLE AND ESCROW CANCELLATION CHARGES SHALL BE CHARGED TO BUYER, (C) ESCROW HOLDER SHALL RELEASE THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES FOR BUYER’S FAILURE TO COMPLETE THE PURCHASE IN LIEU OF THE PROPERTY, AND (D) BUYER SHALL DELIVER TO SELLER, AT NO COST TO SELLER, THE DUE DILIGENCE ITEMS AND, IF REQUESTED IN WRITING BY SELLER, ANY OR ALL OF BUYER’S REPORTS, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF BUYER’S DEFAULT SHALL BE LIMITED TO THE RECEIPT OF THE DEPOSIT AND OTHER CLAIM SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF MAY HAVE AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE); PROVIDED, HOWEVER, THAT THIS LIQUIDATED DAMAGES PROVISION SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR OR RECOVER DAMAGES IN CONNECTION WITH BUYER’S INDEMNITY PERFORMANCE) ARISING BY REASON OF SELLER PURSUANT TO SECTION 5.3, AND/OR RECOVER ATTORNEYS’ FEES AND COURT COSTS PURSUANT TO SECTION 18SUCH DEFAULT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED HAVE INITIALED THIS SECTION 14.2 TO CONSTITUTE LIQUIDATED DAMAGES ESTABLISH THEIR INTENT SO TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.LIQUIDATE DAMAGES. Seller: ARB; Buyer: CG

Defaults by Buyer. IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED BECAUSE OF A MATERIAL DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, OR IF BUYER AND SELLER AGREE THAT IF THERE IS DEFAULTS IN PERFORMING ANY DEFAULT MATERIAL COVENANTS OR AGREEMENTS TO BE PERFORMED BY BUYER UNDER THIS AGREEMENT OR BUYER BREACHES ANY MATERIAL REPRESENTATION OR WARRANTY MADE BY BUYER IN THIS AGREEMENT, FOLLOWING NOTICE TO BUYER AND SEVEN (7) DAYS, DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, IT WOULD SELLER MAY DECLARE THIS AGREEMENT TERMINATED, IN WHICH CASE, THE DEPOSIT SHALL BE IMPRACTICAL OR EXTREMELY DIFFICULT PAID TO FIX AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES FORDAMAGES, AMONG OTHER ITEMS, TAKING OR HAVING IN THE EVENT THE SALE OF THE PROPERTY OFF IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE MARKET, AND BUYER AND SELLER AGREE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE DEPOSIT IS A PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES IF THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO BUYER’S DEFAULT. IN ADDITION, BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, AND SELLER DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, IF THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO THE DEFAULT OF BUYER (BEYOND ANY APPLICABLE NOTICE AND CURE PERIOD), THEN UPON THE WRITTEN DEMAND OF SELLER THIS AGREEMENT AND THE ESCROW SHALL BE TERMINATED AND CANCELLED. IN SUCH EVENT, (A) ESCROW HOLDER SHALL RETURN ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED SAME, (B) ALL TITLE AND ESCROW CANCELLATION CHARGES SHALL BE CHARGED TO BUYER, (C) ESCROW HOLDER SHALL RELEASE THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES FOR BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (D) BUYER SHALL DELIVER TO SELLER, AT NO COST TO SELLER, THE DUE DILIGENCE ITEMS AND, IF REQUESTED IN WRITING BY SELLER, ANY OR ALL OF BUYER’S REPORTS, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF AGAINST BUYER’S DEFAULT SHALL BE LIMITED TO THE RECEIPT OF THE DEPOSIT AND SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF , AT LAW OR IN EQUITY (INCLUDINGEQUITY, WITHOUT LIMITATIONIN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE); PROVIDEDWHICH SURVIVE TERMINATION. THE FOREGOING NOTWITHSTANDING, HOWEVER, THAT THIS LIQUIDATED DAMAGES PROVISION SHALL NOT LIMIT SELLER’S NO RIGHT TO RECEIVE REIMBURSEMENT FOR OR RECOVER DAMAGES IN CONNECTION WITH BUYER’S INDEMNITY CURE SHALL EXTEND THE CLOSE OF SELLER PURSUANT TO SECTION 5.3, AND/OR RECOVER ATTORNEYS’ FEES AND COURT COSTS PURSUANT TO SECTION 18ESCROW. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.INITIALS: Seller /s/ JM Buyer /s/ JH