Common use of Liabilities Upon Termination; Deposit Amount Clause in Contracts

Liabilities Upon Termination; Deposit Amount. If this Agreement terminates, as described in Section 19.1 above, then the entire Deposit, plus the actual interest earned thereon, shall be returned and paid to Buyer and all obligations of the Parties under this Agreement shall thereafter terminate and be of no further force and effect, except that the provisions of Sections 20.4 and 20.5 shall survive; provided, however, that if this Agreement is terminated because of either: (a) a willful or intentional breach of this Agreement by the Seller or because Buyer’s conditions to Closing are not satisfied as a result of Seller’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Buyer elects to terminate this Agreement under Section 19.1(b) above), then Buyer shall be entitled to the immediate return of the Deposit, plus the actual interest earned thereon, and shall also be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10; or (b) a willful or intentional breach of this Agreement by Buyer or because Sellers’ conditions to Closing are not satisfied as a result of Buyer’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Seller elects to terminate this Agreement under Section 19.1(b) above), then Seller shall be entitled to (i) retain the Deposit, plus the actual interest earned thereon as liquidated damages (and the parties hereby acknowledge that the extent of damages to Seller occasioned by such breach or default or failure to proceed by Buyer would be impossible or extremely impractical to ascertain and that the Deposit, plus the actual interest earned thereon, is a fair and reasonable estimate of such damage), or (ii) in lieu of retaining the Deposit as liquidated damages, pursue its right to obtain specific performance pursuant to Section 20.10; or (c) a breach of Section 3.2 of this Agreement by Buyer (and, as a result, Seller elects to terminate this Agreement under Section 19.1(d) above), then Seller shall be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10.

Liabilities Upon Termination; Deposit Amount. If this Agreement terminates, as described in Section 19.1 Sections 19.1(a) through (d) above, then the entire Deposit, plus the actual interest earned thereon, shall be returned released and paid to Buyer from the Escrow Account in accordance with the Escrow Agreement and all obligations of the Parties under this Agreement shall thereafter terminate and be of no further force and effect, except that the provisions of Sections 20.4 and 20.5 and the Parties’ obligations under the Escrow Agreement shall survive; provided, however, that if this Agreement is terminated because of either: (a) a willful or intentional breach of this Agreement by the Seller or because Buyer’s conditions to Closing are not satisfied as a result of Seller’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Buyer elects to terminate this Agreement under Section 19.1(b) or 19.1(d) above), then Buyer shall be entitled to the immediate return of receive the Deposit, plus the actual interest earned thereon, and shall also be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10; or (b) a willful or intentional breach of this Agreement by Buyer or because Sellers’ conditions to Closing are not satisfied as a result of Buyer’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Seller elects to terminate this Agreement under Section 19.1(b) or 19.1(d) above), then Seller shall be entitled to (i) retain receive the Deposit, plus the actual interest earned thereon as liquidated damages (and the parties Parties hereby acknowledge and agree that the extent of damages to Seller occasioned by such breach or default or failure to proceed by Buyer would be impossible or extremely impractical to ascertain and that the Deposit, plus the actual interest earned thereon, is a fair and reasonable estimate of such damage)) as Seller’s sole and exclusive remedy, or (ii) in lieu of retaining the Deposit as liquidated damages, pursue its right to obtain specific performance pursuant to Section 20.10; orall other remedies being expressly waived by Seller. (c) a breach of Section 3.2 of this Agreement by Buyer (and, as a result, if Seller elects to terminate this Agreement under Section 19.1(d) above), then Seller shall be is entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance receive the Deposit together with the actual interest earned thereon pursuant to Section 20.1019.2(b), Buyer and Seller agree to promptly direct the Escrow Agent in writing to make such payment to Seller in accordance with the terms of the Escrow Agreement. If Buyer is entitled to receive the Deposit together with the actual interest earned thereon pursuant to Section 19.2, Buyer and Seller agree to promptly direct the Escrow Agent in writing to make such payment to Buyer in accordance with the terms of the Escrow Agreement.

Liabilities Upon Termination; Deposit Amount. If this Agreement terminates, as described in Section 19.1 18.1 above, then the entire Deposit, plus the actual interest earned thereon, shall be returned and paid to Buyer and all obligations of the Parties under this Agreement shall thereafter terminate and be of no further force and effect, except that the provisions of Sections 20.4 19.4 and 20.5 19.5 shall survive; provided, however, that if this Agreement is terminated because of either: (a) a willful or intentional material breach of this Agreement by the Seller or because Buyer’s conditions to Closing are not satisfied as a result of Seller’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Buyer elects to terminate this Agreement under Section 19.1(b) above)Agreement, then Buyer shall be entitled to the immediate return of the Deposit, plus the actual interest earned thereon, and shall also be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.1019.11; or (b) a willful or intentional material breach of this Agreement by Buyer or because Sellers’ conditions to Closing are not satisfied as a result of Buyer’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Seller elects to terminate this Agreement under Section 19.1(b) above)Agreement, then Seller shall be entitled to (i) retain the Deposit, plus the actual interest earned thereon as liquidated damages (and the parties Parties hereby acknowledge that the extent of damages to Seller occasioned by such breach or default or failure to proceed by Buyer would be impossible or extremely impractical to ascertain and that the Deposit, plus the actual interest earned thereon, is a fair and reasonable estimate of such damage), or (ii) in lieu of retaining the Deposit as liquidated damages, and pursue its right to obtain specific performance pursuant to Section 20.10; or19.11. (c) a breach Notwithstanding anything contained herein to the contrary, if Closing has not occurred on or before February 28, 2014 for any reason, then Seller shall assign to Buyer all of Section 3.2 Seller’s right, title, and interest in and to any Leases, which Seller has paid lease option or extension payments after January 31, 2014, and if Buyer is entitled to the return of this Agreement by Buyer (and, as a result, Seller elects to terminate this Agreement under Section 19.1(d) above)the Deposit, then Seller shall be entitled to pursue all remedies available at law for damages offset the Deposit by an amount equal to the lease option or other reliefextension payments paid by Seller after January 31, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.102014.

Liabilities Upon Termination; Deposit Amount. If this Agreement terminates, as described in Section 19.1 above, then the entire Deposit, plus the actual interest earned thereon, shall be returned and paid to Buyer and all obligations of the Parties under this Agreement shall thereafter terminate and be of no further force and effect, except that the provisions of Sections 20.4 and 20.5 shall survive; provided, however, that if this Agreement is terminated because of either: (a) a willful or intentional breach of this Agreement by the Seller or because Buyer’s conditions to Closing are not satisfied as a result of Seller’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Buyer elects to terminate this Agreement under Section 19.1(b) above), then Buyer shall be entitled to the immediate return of the Deposit, plus the actual interest earned thereon, and shall also be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10; or (b) a willful or intentional breach of this Agreement by Buyer or because Sellers’ conditions to Closing are not satisfied as a result of Buyer’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Seller elects to terminate this Agreement under Section 19.1(b) above), then Seller shall be entitled to (i) retain the Deposit, plus the actual interest earned thereon as liquidated damages (and the parties hereby acknowledge that the extent of damages to Seller occasioned by such breach or default or failure to proceed by Buyer would be impossible or extremely impractical to ascertain and that the Deposit, plus the actual interest earned thereon, is a fair and reasonable estimate of such damage), or (ii) in lieu of retaining the Deposit as liquidated damages, and pursue its right to obtain specific performance pursuant to Section 20.10; or (c) a breach of Section 3.2 of this Agreement by Buyer (and, as a result, Seller elects to terminate this Agreement under Section 19.1(d) above), then Seller shall be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.1020.11.

Liabilities Upon Termination; Deposit Amount. If this Agreement terminates, as described in Section 19.1 above, then the entire Deposit, plus the actual interest earned thereon, Deposit shall be returned and paid to Buyer and all obligations of the Parties under this Agreement shall thereafter terminate and be of no further force and effect, except that the provisions of Sections 20.4 20.3, 20.4, 20.5 and 20.5 20.15 shall survive; provided, however, that if this Agreement is terminated because of either: (a) a willful or intentional breach of this Agreement by the Seller or because Buyer’s conditions to Closing are not satisfied as a result of Seller’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Buyer elects to terminate this Agreement under Section 19.1(b) above), then Buyer shall be entitled to the immediate return of the Deposit, plus the actual interest earned thereon, Deposit and shall also be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10; or (b) a willful or intentional breach of this Agreement by Buyer or because Sellers’ Seller’s conditions to Closing are not satisfied as a result of Buyer’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Seller elects to terminate this Agreement under Section 19.1(b) above), then Seller shall be entitled to (i) retain the Deposit, plus the actual interest earned thereon Deposit as liquidated damages (and the parties hereby acknowledge that the extent of damages to Seller occasioned by such breach or default or failure to proceed by Buyer would be impossible or extremely impractical to ascertain and that the Deposit, plus the actual interest earned thereon, Deposit is a fair and reasonable estimate of such damage); provided, however, that nothing in this Section 19.2(b) shall be deemed to limit Seller’s right to seek and obtain specific performance. If specific performance is granted, by any arbitration panel or (ii) in lieu of retaining court then the Deposit as liquidated damages, pursue its right to obtain specific performance pursuant to Section 20.10; or (c) a breach of Section 3.2 of this Agreement by Buyer (and, as a result, Seller elects to terminate this Agreement under Section 19.1(d) above), then Seller shall be entitled to pursue all remedies available at law for damages counted towards payment of the Purchase Price or other relief, in equity payment ordered by the arbitration panel or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10.court. ARTICLE 20

Liabilities Upon Termination; Deposit Amount. If this Agreement terminates, as described in Section 19.1 above, then the entire Deposit, plus the actual interest earned thereon, shall be returned and paid to Buyer and all obligations of the Parties under this Agreement shall thereafter terminate and be of no further force and effect, except that the provisions of Sections 20.4 and 20.5 shall survive; provided, however, that if this Agreement is terminated because of either: (a) a willful or intentional material breach of this Agreement by the Seller or because Buyer’s conditions to Closing are not satisfied as a result of Seller’s willful or intentional failure to comply with its material obligations under this Agreement (and, as a result, Buyer elects to terminate this Agreement under Section 19.1(b) above), then Buyer shall be entitled to the immediate return of the Deposit, plus the actual interest earned thereon, and shall also be entitled to pursue all remedies available at law Law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10; or (b) a willful or intentional material breach of this Agreement by Buyer or because Sellers’ Seller’s conditions to Closing are not satisfied as a result of Buyer’s willful or intentional failure to comply with its material obligations under this Agreement (and, as a result, Seller elects to terminate this Agreement under Section 19.1(b) above), then Seller shall be entitled to (i) retain the Deposit, plus the actual interest earned thereon as liquidated damages (and the parties hereby acknowledge that the extent of damages to Seller occasioned by such breach or default or failure to proceed by Buyer would be impossible or extremely impractical to ascertain and that the Deposit, plus the actual interest earned thereon, is a fair and reasonable estimate of such damage), or (ii) pursue any and all remedies available at Law or in lieu of retaining the Deposit as liquidated damages, pursue its right to obtain equity (including specific performance pursuant to Section 20.10; or (c) a breach of Section 3.2 of this Agreement by Buyer (and, as a result, Seller elects to terminate this Agreement under Section 19.1(d) above), then Seller shall be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10.

Liabilities Upon Termination; Deposit Amount. If this Agreement terminates, as described in Section 19.1 above, then the entire Deposit, plus the actual interest earned thereon, shall be returned and paid to Buyer and all obligations of the Parties under this Agreement shall thereafter terminate and be of no further force and effect, except that the provisions of Sections 20.4 and 20.5 shall survive; provided, however, that if this Agreement is terminated because of either: (a) a willful or intentional material breach of this Agreement by the Seller or because Buyer’s conditions to Closing are not satisfied as a result of Seller’s willful or intentional failure to comply with its material obligations under this Agreement (and, as a result, Buyer elects to terminate this Agreement under Section 19.1(b) above), then Buyer shall be entitled to the immediate return of the Deposit, plus the actual interest earned thereonxxxxxxx, and shall also be entitled to pursue all remedies available at law Law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10; or (b) a willful or intentional material breach of this Agreement by Buyer or because Sellers’ Seller’s conditions to Closing are not satisfied as a result of Buyer’s willful or intentional failure to comply with its material obligations under this Agreement (and, as a result, Seller elects to terminate this Agreement under Section 19.1(b) above), then Seller shall be entitled to (i) retain the Deposit, plus the actual interest earned thereon as liquidated damages (and the parties hereby acknowledge that the extent of damages to Seller occasioned by such breach or default or failure to proceed by Buyer would be impossible or extremely impractical to ascertain and that the Deposit, plus the actual interest earned thereon, is a fair and reasonable estimate of such damage), or (ii) pursue any and all remedies available at Law or in lieu of retaining the Deposit as liquidated damages, pursue its right to obtain equity (including specific performance pursuant to Section 20.10; or (c) a breach of Section 3.2 of this Agreement by Buyer (and, as a result, Seller elects to terminate this Agreement under Section 19.1(d) above), then Seller shall be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10.

Liabilities Upon Termination; Deposit Amount. If this Agreement terminates, as described in Section 19.1 18.1 above, then the entire Deposit, plus the actual interest earned thereon, shall be returned and paid to Buyer and all obligations of the Parties under this Agreement shall thereafter terminate and be of no further force and effect, except that the provisions of Sections 20.4 19.4 and 20.5 19.5 shall survive; provided, however, that if this Agreement is terminated because of either: (a) a willful or intentional breach of this Agreement by the Seller or because Buyer’s conditions to Closing are not satisfied as a result of Seller’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Buyer elects to terminate this Agreement under Section 19.1(b18.1(b) above), then Buyer shall be entitled to the immediate return of the Deposit, plus the actual interest earned thereon, and shall also be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.1019.10; or (b) a willful or intentional breach of this Agreement by Buyer or because Sellers’ conditions to Closing are not satisfied as a result of Buyer’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Seller elects to terminate this Agreement under Section 19.1(b18.1(b) above), then Seller shall be entitled to (i) retain the Deposit, plus the actual interest earned thereon as liquidated damages (and the parties Parties hereby acknowledge that the extent of damages to Seller occasioned by such breach or default or failure to proceed by Buyer would be impossible or extremely impractical to ascertain and that the Deposit, plus the actual interest earned thereon, is a fair and reasonable estimate of such damage), or and/or (ii) pursue any and all remedies available at Law or in lieu of retaining the Deposit as liquidated damages, pursue its right to obtain equity (including specific performance pursuant to Section 20.10; or (c) a breach of Section 3.2 of this Agreement by Buyer (and, as a result, Seller elects to terminate this Agreement under Section 19.1(d) above19.10), then Seller shall be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10.

Liabilities Upon Termination; Deposit Amount. If this Agreement terminates, as described in Section 19.1 18.1 above, then the entire Deposit, plus the actual interest earned thereon, shall be returned and paid to Buyer and all obligations of the Parties under this Agreement shall thereafter terminate and be of no further force and effect, except that the provisions of Sections 20.4 19.4 and 20.5 19.5 shall survive; provided, however, that if this Agreement is terminated because of either: (a) a willful or intentional breach of this Agreement by the Seller or because Buyer’s conditions to Closing are not satisfied as a result of Seller’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Buyer elects to terminate this Agreement under Section 19.1(b18.1(b) above), then Buyer shall be entitled to the immediate return of the Deposit, plus the actual interest earned thereon, and shall also be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.1019.10; or (b) a willful or intentional breach of this Agreement by Buyer or NSE or because Sellers’ conditions to Closing are not satisfied as a result of Buyer’s or NSE’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Seller elects to terminate this Agreement under Section 19.1(b18.1(b) above), then Seller shall be entitled to to (i) retain the Deposit, plus the actual interest earned thereon as liquidated damages (and the parties Parties hereby acknowledge that the extent of damages to Seller occasioned by such breach or default or failure to proceed by Buyer would be impossible or extremely impractical to ascertain and that the Deposit, plus the actual interest earned thereon, is a fair and reasonable estimate of such damage), or and/or (ii) pursue any and all remedies available at Law or in lieu of retaining the Deposit as liquidated damages, pursue its right to obtain equity (including specific performance pursuant to Section 20.10; or (c) a breach of Section 3.2 of this Agreement by Buyer (and, as a result, Seller elects to terminate this Agreement under Section 19.1(d) above19.10), then Seller shall be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10.

Liabilities Upon Termination; Deposit Amount. If this Agreement terminates, as described in Section 19.1 above, then the entire Deposit, plus the actual interest earned thereon, shall be returned and paid to Buyer and all obligations of the Parties under this Agreement shall thereafter terminate and be of no further force and effect, except that the provisions of Sections 11.8, 20.4 and 20.5 shall survive; provided, however, that if this Agreement is terminated because of either: (a) a willful or intentional breach of this Agreement by the Seller or because Buyer’s conditions to Closing are not satisfied as a result of Seller’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Buyer elects to terminate this Agreement under Section 19.1(b) above), then Buyer shall be entitled to the immediate return of the Deposit, plus the actual interest earned thereon, and shall also be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10; or (b) a willful or intentional breach of this Agreement by Buyer or because Sellers’ conditions to Closing are not satisfied as a result of Buyer’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Seller elects to terminate this Agreement under Section 19.1(b) above), then Seller shall be entitled to (i) retain the Deposit, plus the actual interest earned thereon as liquidated damages (and the parties Parties hereby acknowledge that the extent of damages to Seller occasioned by such breach or default or failure to proceed by Buyer would be impossible or extremely impractical to ascertain and that the Deposit, plus the actual interest earned thereon, is a fair and reasonable estimate of such damage), or (ii) in lieu of retaining the Deposit as liquidated damages, and pursue its right to obtain specific performance pursuant to Section 20.10; or (c) a breach of Section 3.2 of this Agreement by Buyer (and, as a result, Seller elects to terminate this Agreement under Section 19.1(d) above), then Seller shall be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.1020.11.

Liabilities Upon Termination; Deposit Amount. If this Agreement terminates, as described in Section 19.1 18.1 above, then the entire Deposit, plus the actual interest earned thereon, shall be returned and paid to Buyer and all obligations of the Parties under this Agreement shall thereafter terminate and be of no further force and effect, except that the provisions of Sections 20.4 19.4 and 20.5 19.5 shall survive; provided, however, that if this Agreement is terminated because of either: (a) a willful or intentional breach of this Agreement by the Seller or because Buyer’s conditions to Closing are not satisfied as a result of Seller’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Buyer elects to terminate this Agreement under Section 19.1(b18.1(b) above), then Buyer shall be entitled to the immediate return of the Deposit, plus the actual interest earned thereon, and shall also be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.1019.10; or (b) a willful or intentional breach of this Agreement by Buyer or NSE or because Sellers’ conditions to Closing are not satisfied as a result of Buyer’s or NSE’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Seller elects to terminate this Agreement under Section 19.1(b18.1(b) above), then Seller shall be entitled to (i) retain the Deposit, plus the actual interest earned thereon as liquidated damages (and the parties Parties hereby acknowledge that the extent of damages to Seller occasioned by such breach or default or failure to proceed by Buyer would be impossible or extremely impractical to ascertain and that the Deposit, plus the actual interest earned thereon, is a fair and reasonable estimate of such damage), or and/or (ii) pursue any and all remedies available at Law or in lieu of retaining the Deposit as liquidated damages, pursue its right to obtain equity (including specific performance pursuant to Section 20.10; or (c) a breach of Section 3.2 of this Agreement by Buyer (and, as a result, Seller elects to terminate this Agreement under Section 19.1(d) above19.10), then Seller shall be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10.

Liabilities Upon Termination; Deposit Amount. If this Agreement terminates, as described in Section 19.1 above, then the entire Deposit, plus the actual interest earned thereon, shall be returned and paid to Buyer and all obligations of the Parties under this Agreement shall thereafter terminate and be of no further force and effect, except that the provisions of Sections 20.4 and 20.5 shall survive; provided, however, that if this Agreement is terminated because of either: (a) a willful or intentional breach of this Agreement by the Seller or because Buyer’s conditions to Closing are not satisfied as a result of Seller’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Buyer elects to terminate this Agreement under Section 19.1(b) above), then Buyer shall be entitled to the immediate return of the Deposit, plus the actual interest earned thereon, and shall also be entitled to pursue all remedies available at law Law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10; or (b) a willful or intentional breach of this Agreement by Buyer or because Sellers’ Seller’s conditions to Closing are not satisfied as a result of Buyer’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Seller elects to terminate this Agreement under Section 19.1(b) above), then Seller shall be entitled to (i) retain immediate payment of the Deposit, plus the actual interest earned thereon Deposit as liquidated damages (and the parties hereby acknowledge that the extent of damages to Seller occasioned by such breach or default or failure to proceed by Buyer would be impossible or extremely impractical to ascertain and that the Deposit, plus the actual interest earned thereon, Deposit is a fair and reasonable estimate of such damage); provided, however, that Seller may pursue any and all remedies at Law or in equity (iiexcluding specific performance) upon Seller’s immediate return of the Deposit to Buyer, in lieu of retaining which event Seller will no longer be entitled to the Deposit as liquidated damages, pursue its right to obtain specific performance pursuant to Section 20.10; or (c) a breach of Section 3.2 of this Agreement by Buyer (and, as a result, Seller elects to terminate this Agreement under Section 19.1(d) above), then Seller shall be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10.

Liabilities Upon Termination; Deposit Amount. If this Agreement terminates, as described in Section 19.1 above, then the entire Deposit, plus the actual interest earned thereon, shall be returned and paid to Buyer and all obligations of the Parties under this Agreement shall thereafter terminate and be of no further force and effect, except that the provisions of Sections 20.4 Article 20 shall survive and 20.5 shall survivecontinue in full force and effect; provided, however, that if this Agreement is terminated because of either: (a) a willful or intentional breach of this Agreement by the Seller Sellers or because Buyer’s conditions to Closing are not satisfied as a result of Seller’s Sellers’ willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Buyer elects to terminate this Agreement under Section 19.1(b) above), then Buyer shall be entitled to the immediate return of the Deposit, plus the actual interest earned thereon, free of any claims by Sellers on the Deposit, and shall also be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.10; or (b) a willful or intentional breach of this Agreement by Buyer or because Sellers’ conditions to Closing are not satisfied as a result of Buyer’s willful or intentional failure to comply with its obligations under this Agreement (and, as a result, Seller elects Sellers elect to terminate this Agreement under Section 19.1(b) above), then Seller Sellers shall be entitled to (i) retain retain, as their sole and exclusive remedy, the Deposit, plus the actual interest earned thereon as liquidated damages damages, free of any claims by Buyer on the Deposit (and the parties hereby acknowledge that the extent of damages to Seller Sellers occasioned by such breach or default or failure to proceed by Buyer would be impossible or extremely impractical to ascertain and that the Deposit, plus the actual interest earned thereon, is a fair and reasonable estimate of such damage), or (ii) in lieu of retaining the Deposit as liquidated damages, and pursue its right to obtain specific performance pursuant to Section 20.10; or (c) a breach of Section 3.2 of this Agreement by Buyer (and, as a result, Seller elects to terminate this Agreement under Section 19.1(d) above), then Seller shall be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise, including without limitation, its right to obtain specific performance pursuant to Section 20.1020.11.