Common use of Limitation on Liability of Parties Clause in Contracts

Limitation on Liability of Parties. 10.1 In the event Purchaser shall default in the performance of Purchaser’s obligations under this Agreement and the Closing does not occur as a result thereof (a “Purchaser Default”), Seller’s sole and exclusive remedy shall be, and Seller shall be entitled, to retain the Downpayment and any interest earned thereon or the Downpayment LC actually delivered to Escrow Agent, and Seller shall be entitled to draw, or instruct Escrow Agent to draw, thereupon and Escrow Agent shall deliver the proceeds of the Downpayment LC to Seller, as and for full and complete liquidated and agreed damages for Purchaser’s default, and Purchaser shall be released from any further liability to Seller hereunder, except that the provisions of Sections 12, 13, 23 and 29 hereof shall survive. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON A PURCHASER DEFAULT AND THAT THE DOWNPAYMENT AND ANY INTEREST EARNED THEREON OR THE DOWNPAYMENT LC REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON A PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW. 10.2 In the event of a failure of a condition to Purchaser’s obligations hereunder (occurring as a result of Seller’s default hereunder) which Purchaser is unwilling to waive, or if Seller shall be unable (as opposed to unwilling) to convey title to Purchaser in accordance with this Agreement, Purchaser may, as its sole remedy in such event, elect to terminate this Agreement, and in such event Escrow Agent shall make a Downpayment Return, and upon the Downpayment Return, each party shall be released from any further liability to the other hereunder, except that the provisions of Sections 12, 13, 23 and 29 hereof shall survive. 10.3 In the event that Seller shall default in the performance of Seller’s obligations under this Agreement and the Closing does not occur as a result thereof, Purchaser’s sole and exclusive remedy shall be, and Purchaser shall be entitled, to either (a) seek specific performance of Seller’s obligations hereunder, provided that any such action for specific performance must be commenced within thirty (30) days after such default or (b) instruct Escrow Agent to make a Downpayment Return. In no event whatsoever shall Seller be liable to Purchaser for any damages of any kind whatsoever.

Limitation on Liability of Parties. 10.1 In the event 9.1 Purchaser shall be in default hereunder if (a) it fails to close on a closing date for which time was made to be of the essence, or (b) it fails to perform a material covenant set forth in the performance this Agreement, and does not cure such failure within ten (10) business days after receipt of Purchaser’s obligations under this Agreement notice thereof from Seller, and the Closing does not occur as a result thereof (a “Purchaser Purchaser’s Default”). In the event of a Purchaser’s Default, Seller’s sole and exclusive remedy for the Purchaser’s Default shall be, and Seller shall be entitled, to terminate this Agreement and receive and retain the Downpayment and any interest earned thereon or the Downpayment LC actually delivered to Escrow Agent, and Seller shall be entitled to draw, or instruct Escrow Agent to draw, thereupon and Escrow Agent shall deliver the proceeds of the Downpayment LC to Seller, as and for full and complete liquidated and agreed damages for Purchaser’s defaultDefault, and Purchaser shall be released from any further liability to Seller hereunderhereunder as a result of such default, except that with respect to the provisions hereof which expressly survive the termination of Sections 12, 13, 23 and 29 hereof shall survivethis Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON SUCH A PURCHASER DEFAULT AND THAT THE DOWNPAYMENT AND ANY INTEREST EARNED THEREON OR THEREON, AS THE DOWNPAYMENT LC CASE MAY BE, REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON SUCH A PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW. 10.2 In the event of a failure of a condition to Purchaser’s obligations hereunder (occurring as a result of Seller’s default hereunder) which Purchaser is unwilling to waive, or if 9.2 Seller shall be unable in default hereunder if (as opposed a) it fails to unwillingclose on a closing date for which time was made to be of the essence, or (b) it fails to convey title to Purchaser perform a material covenant set forth in accordance with this Agreement, Purchaser may, as its sole remedy in such event, elect to terminate this Agreement, and in does not cure such event Escrow Agent shall make a Downpayment Returnfailure within ten (10) business days after receipt of notice thereof from Purchaser, and upon the Downpayment Return, each party shall be released from any further liability subject to the other hereunder, except that the provisions of Sections 12Section 2.3 hereof, 13, 23 and 29 hereof shall survive. 10.3 In the event that Seller shall default in the performance of Seller’s obligations under this Agreement and the Closing does not occur as a result thereofthereof (a “Seller’s Default”). In the event of a Seller’s Default, Purchaser’s sole and exclusive remedy remedies shall be, and Purchaser shall be entitled, to either (a) receive the Downpayment with the interest earned thereon, if any, and receive from Seller reimbursement of all of its due diligence and legal costs incurred in connection with this Agreement, which costs shall not exceed Fifty Thousand and 00/100 Dollars ($50,000.00), upon which Seller shall be released from any further liability to Purchaser hereunder as a result of such default, except with respect to the provisions hereof which expressly survive the termination of this Agreement or (b) seek specific performance of Seller’s obligations hereunder, provided that any such if Seller’s willfully defaults and deliberately takes action for which deprives Purchaser of its remedy of specific performance must be commenced within thirty performance, Seller may recover damages not to exceed One Hundred Fifty Thousand and 00/100 Dollars (30) days after such default or (b) instruct Escrow Agent to make a Downpayment Return$150,000.00). In no event whatsoever shall Seller Seller, under any circumstances, be liable to Purchaser for any other damages of any kind whatsoever, except as specifically provided in this Section 9.2. 9.3 If any action or proceeding is brought by either party to enforce this Agreement, then the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees and costs incurred in such action or proceeding.

Limitation on Liability of Parties. 10.1 In the event 9.1 Purchaser shall be in default hereunder if (a) it fails to close on a closing date for which time was made to be of the essence, or (b) it fails to perform a material covenant set forth in the performance this Agreement, and does not cure such failure within ten (10) business days after receipt of Purchaser’s obligations under this Agreement notice thereof from Seller, and the Closing does not occur as a result thereof (a “Purchaser Purchaser’s Default”). In the event of a Purchaser’s Default, Seller’s sole and exclusive remedy for the Purchaser’s Default shall be, and Seller shall be entitled, to terminate this Agreement and receive and retain the Downpayment and any interest earned thereon or the Downpayment LC actually delivered to Escrow Agent, and Seller shall be entitled to draw, or instruct Escrow Agent to draw, thereupon and Escrow Agent shall deliver the proceeds of the Downpayment LC to Seller, as and for full and complete liquidated and agreed damages for Purchaser’s defaultDefault, and Purchaser shall be released from any further liability to Seller hereunderhereunder as a result of such default, except that with respect to the provisions hereof which expressly survive the termination of Sections 12, 13, 23 and 29 hereof shall survivethis Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON SUCH A PURCHASER DEFAULT AND THAT THE DOWNPAYMENT AND ANY INTEREST EARNED THEREON OR THEREON, AS THE DOWNPAYMENT LC CASE MAY BE, REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON SUCH A PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW. 10.2 In the event of a failure of a condition to Purchaser’s obligations hereunder (occurring as a result of Seller’s default hereunder) which Purchaser is unwilling to waive, or if 9.2 Seller shall be unable in default hereunder if (as opposed a) it fails to unwillingclose on a closing date for which time was made to be of the essence, or (b) it fails to convey title to Purchaser perform a material covenant set forth in accordance with this Agreement, Purchaser may, as its sole remedy in such event, elect to terminate this Agreement, and in does not cure such event Escrow Agent shall make a Downpayment Returnfailure within ten (10) business days after receipt of notice thereof from Purchaser, and upon the Downpayment Return, each party shall be released from any further liability subject to the other hereunder, except that the provisions of Sections 12Section 2.3 hereof, 13, 23 and 29 hereof shall survive. 10.3 In the event that Seller shall default in the performance of Seller’s obligations under this Agreement and the Closing does not occur as a result thereofthereof (a “Seller’s Default”). In the event of a Seller’s Default, Purchaser’s sole and exclusive remedy remedies shall be, and Purchaser shall be entitled, to either (a) receive the Downpayment with the interest earned thereon, if any, and receive from Seller reimbursement of all of its due diligence and legal costs incurred in connection with this Agreement, which costs shall not exceed Fifty Thousand and 00/100 Dollars ($50,000.00), upon which Seller shall be released from any further liability to Purchaser hereunder as a result of such default, except with respect to the provisions hereof which expressly survive the termination of this Agreement or (b) seek specific performance of Seller’s obligations hereunder, provided that any such if Seller willfully defaults and deliberately takes action for which deprives Purchaser of its remedy of specific performance must be commenced within thirty performance, Seller may recover damages not to exceed One Hundred Fifty Thousand and 00/100 Dollars (30) days after such default or (b) instruct Escrow Agent to make a Downpayment Return$150,000.00). In no event whatsoever shall Seller Seller, under any circumstances, be liable to Purchaser for any other damages of any kind whatsoever, except as specifically provided in this Section 9.2. 9.3 If any action or proceeding is brought by either party to enforce this Agreement, then the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees and costs incurred in such action or proceeding.

Limitation on Liability of Parties. 10.1 In the event 11.1 If Purchaser shall default in the performance of Purchaser’s obligations under this Agreement and the Closing does not occur as a result thereof (a “Purchaser Default”), Seller’s sole and exclusive remedy shall be, and Seller shall be entitled, to retain the Downpayment and any interest earned thereon or the Downpayment LC actually delivered to Escrow Agent, and Seller shall be entitled to draw, or instruct Escrow Agent to draw, thereupon and Escrow Agent shall deliver the proceeds of the Downpayment LC to Seller, as and for full and complete liquidated and agreed damages for Purchaser’s default, and Purchaser the parties hereto shall be released from any further liability to Seller each other hereunder, except for those obligations and liabilities that the provisions are expressly stated to survive termination of Sections 12, 13, 23 and 29 hereof shall survivethis Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON A PURCHASER DEFAULT AND THAT THE DOWNPAYMENT AND ANY INTEREST EARNED THEREON OR THEREFROM, AS THE DOWNPAYMENT LC CASE MAY BE, REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON A PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW. 10.2 In 11.2 If Seller shall default in the event performance of a failure of a condition to PurchaserSeller’s obligations hereunder (occurring under this Agreement and the Closing does not occur as a result thereof, In addition to the refund of Seller’s default hereunder) which its Downpayment, Purchaser is unwilling to waive, or if Seller shall be unable (as opposed entitled to unwilling) assert all equitable and legal remedies available to convey title it. 11.3 Subject to Purchaser in accordance with this Agreement, Purchaser may, as its sole remedy in such event, elect to terminate this Agreement, and in such event Escrow Agent shall make a Downpayment Return, and upon the Downpayment Return, each party shall be released from any further liability to the other hereunder, except that the provisions of Sections 12Section 2.3 and 11.2 hereof, 13, 23 and 29 hereof shall survive. 10.3 In in the event that Seller shall default in the performance of Seller’s obligations under this Agreement and the Closing does not occur as a result thereof, Purchaser’s sole and exclusive remedy shall be, and Purchaser shall be entitled, entitled to either (a) terminate this Agreement, and thereupon receive a return of the Downpayment, together with the interest earned thereon, if any,(b) seek specific performance of Seller’s obligations hereunderas required in this Agreement, provided that any such action for specific performance must be commenced within thirty sixty (3060) days after such default (as to which date time shall be of the essence), and (c) avail itself of any other remedy at law or in equity to which it is entitled. In the event Purchaser shall seek specific performance of this Agreement or institute a plenary action, the successful party shall be entitled to a judgment for any costs, expenses or damages incurred by it in connection therewith. 11.4 Any claim by Purchaser, whether made prior to or after the Closing, of a breach of one or more of Seller’s representations and warranties pursuant to Section 8.1 or a claim for indemnity under this Agreement or any document delivered by Seller at the Closing (individually or collectively, as applicable, a “Breach”) shall be made by Purchaser delivering to Seller’s attorney written notice (a “Claim Notice”) promptly after Purchaser has learned of such Breach and, in all events, prior to expiration of the Survival Period, which Claim Notice shall set forth (a) a description in reasonable detail of the claimed Breach, (b) instruct Escrow Agent the Section and subsection of this Agreement under which the claimed Breach is asserted, and (c) Purchaser's good-faith calculation of the diminution in the total value of the Property affected by such Breach resulting therefrom (the “Claimed Damage”). Purchaser's and Seller’s rights and remedies in respect of any alleged Breach shall, without limiting the foregoing, be as hereinbelow provided. 11.5 Notwithstanding anything to make the contrary herein contained, from and after the Closing Date, with respect to any asserted Breach of Seller’s representations and warranties set forth in Section 8.1, (a) Seller shall have no liability to Purchaser (i) if Purchaser has not delivered a Downpayment Return. In Claim Notice with respect thereto as required pursuant to Section11.4 above (the Breaches described in this clause (i) being herein referred to as “Nonqualifying Breaches”) and (ii) unless and until there shall be found to have existed pursuant to a final, nonappealable order of a court of competent jurisdiction one or more Breaches other than Nonqualifying Breaches that constitute individually or in the aggregate a Material Adverse Effect, (b) Purchaser shall in no event whatsoever be entitled to recover consequential damages against Seller with respect to any such asserted Breach, (c) Purchaser shall Seller in no event whatsoever be liable entitled to Purchaser recover for any damages Breach of any kind whatsoeverwhich Purchaser was aware at or before the Closing. If, prior to the Closing, there occurs or exists a Breach which does not have a Material Adverse Effect, then Purchaser shall have no remedy therefore and must proceed to the Closing except that there shall be an equitable adjustment of the Purchase Price. 11.6 The terms and provisions of this Section 11 shall survive the Closing.

Limitation on Liability of Parties. 10.1 In the event 11.1. If Purchaser shall default in the performance of Purchaser’s 's obligations under this Agreement and the Closing does not occur as a result thereof (a “"Purchaser Default”"), Seller’s 's sole and exclusive remedy shall be, and Seller shall be entitled, to retain the Downpayment and any interest earned thereon or the Downpayment LC actually delivered to Escrow Agent, and Seller shall be entitled to draw, or instruct Escrow Agent to draw, thereupon and Escrow Agent shall deliver the proceeds of the Downpayment LC to Seller, as and for full and complete liquidated and agreed damages for Purchaser’s default's Default, and Purchaser shall be released from any further liability to Seller hereunder, except that the provisions of Sections 125.8, 13, 23 24, 25, 26 and 29 27 hereof shall survive. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON A PURCHASER DEFAULT AND THAT THE DOWNPAYMENT AND ANY INTEREST EARNED THEREON OR THE DOWNPAYMENT LC REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON A PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW. 10.2 In the event of a failure of a condition 11.2. Subject to Purchaser’s obligations hereunder (occurring as a result of Seller’s default hereunder) which Purchaser is unwilling to waive, or if Seller shall be unable (as opposed to unwilling) to convey title to Purchaser in accordance with this Agreement, Purchaser may, as its sole remedy in such event, elect to terminate this Agreement, and in such event Escrow Agent shall make a Downpayment Return, and upon the Downpayment Return, each party shall be released from any further liability to the other hereunder, except that the provisions of Sections 12Section 3.4 hereof, 13, 23 and 29 hereof shall survive. 10.3 In the event that if Seller shall default in the performance of Seller’s 's obligations under this Agreement and the Closing does not occur as a result thereof, Purchaser’s 's sole and exclusive remedy shall be, and Purchaser shall be entitled, to either (a) instruct Escrow Agent to pay to Purchaser the Downpayment (a "Downpayment Return"), upon which Seller shall be released from any further liability to Purchaser hereunder, except that the provisions of Sections 5.8, 13, 24, 25, 26 and 27 hereof shall survive or (b) (i) seek specific performance of Seller’s 's obligations hereunder, provided that any such action for specific performance must be commenced within thirty (30) 180 days after such default default, or (bii) instruct Escrow Agent to make a Downpayment Return. In Return plus cost of title report and new survey; in all of which events Seller shall, in no event whatsoever shall Seller whatsoever, be liable to Purchaser for any other damages of any kind whatsoever.

Limitation on Liability of Parties. 10.1 In the event Purchaser shall default in the performance of Purchaser’s obligations 's obligation under this Agreement to deliver the balance of the Purchase Price at Closing and the Closing does not occur as a result thereof (a “Purchaser Default”), Seller’s sole provided Seller is not otherwise in default of this Agreement and exclusive remedy shall beSeller is ready, willing and able to consummate the transaction on the Closing Date, Seller shall be entitled, as its sole and exclusive remedy, to retain the Downpayment and any interest earned thereon or the Downpayment LC actually delivered to Escrow Agent, and Seller shall be entitled to draw, or instruct Escrow Agent to draw, thereupon and Escrow Agent shall deliver the proceeds of the Downpayment LC to Seller, as and for full and complete liquidated and agreed damages for Purchaser’s 's default, and thereupon Purchaser and any Purchaser Related Parties shall be released from any further liability to Seller hereunder, except for those provisions hereof that by their express terms survive the provisions termination of Sections 12, 13, 23 and 29 hereof shall survivethis Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON A PURCHASER DEFAULT AND THAT THE DOWNPAYMENT AND ANY INTEREST EARNED THEREON OR THEREON, AS THE DOWNPAYMENT LC CASE MAY BE, REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON A PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW. 10.2 In the event of a failure of a condition Subject to Purchaser’s obligations hereunder (occurring as a result of Seller’s default hereunder) which Purchaser is unwilling to waive, or if Seller shall be unable (as opposed to unwilling) to convey title to Purchaser in accordance with this Agreement, Purchaser may, as its sole remedy in such event, elect to terminate this Agreement, and in such event Escrow Agent shall make a Downpayment Return, and upon the Downpayment Return, each party shall be released from any further liability to the other hereunder, except that the provisions of Sections 122.3, 138.3 and 8.4 hereof, 23 and 29 hereof shall survive. 10.3 In in the event that Seller shall default in the performance of Seller’s 's obligations under this Agreement Agreement, and such default (other than Seller’s failure to timely close on the Closing does Date, which shall be an immediate default, without any notice or cure) is not occur as a result thereofcured within five (5) days after notice of such default, Purchaser’s sole and exclusive remedy shall be, and Purchaser shall be entitled, to either (a) terminate this Agreement and receive the Downpayment by instructing Escrow Agent to pay to Purchaser the Downpayment with the interest earned thereon, if any, (a “Downpayment Return”), upon which Seller shall be released from any further liability to Purchaser hereunder for any other damages of any kind whatsoever, except for the provisions hereof which by their express terms survive the termination of this Agreement, or (b) seek specific performance of Seller’s 's obligations hereunder, provided that any such action for specific performance must be commenced within thirty (30) days after such default or (b) instruct Escrow Agent to make a Downpayment Return. In ; but in no event whatsoever shall Seller be liable obligated to pay Purchaser for any damages of any kind whatsoeveror nature, subject to the following sentence. Only in the event that an action in the nature of specific performance of this Agreement is not an available remedy to Purchaser as a result of a willful default by Seller, then Purchaser shall have all rights and remedies available to it at law or in equity; provided that in no event shall Purchaser be entitled to seek (or recover) consequential, special or punitive damages. It shall be a condition precedent to any suit for specific performance, that Purchaser shall on or before the Closing Date (or the Outside Closing Date, as the case may be), time being of the essence, fully performed all of its obligations hereunder, which are capable of being performed (other than the payment of the Purchase Price (which Seller acknowledges would be impractical if Seller is in default hereunder), so long as Purchaser can demonstrate that it had all available funds required to pay the Purchase Price had Seller not allegedly defaulted or breached the Agreement). Any action for specific performance shall be commenced within sixty (60) days after the Closing Date (or the Outside Closing Date, as the case may be), or Purchaser shall receive a return of the Downpayment (together with any interest earned thereon), it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after the Closing Date (or the Outside Closing Date, as the case may be), Purchaser's sole remedy shall be to receive a return of the Downpayment (together with any interest earned thereon). Upon such return and delivery, this Agreement shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof.

Limitation on Liability of Parties. 10.1 In the event If Purchaser shall default in the performance of Purchaser’s obligations under this Agreement (other than with respect to a breach by Purchaser of Section 12 hereof or any obligations that expressly survive the Closing or earlier termination of this Agreement) and Seller is ready, willing, and able to close in accordance with the terms, provisions and conditions of this Agreement and the Closing does not occur as a result thereof (a “Purchaser Default”), Seller’s sole and exclusive remedy shall be, and Seller shall be entitled, to retain the Downpayment and any interest earned thereon or the Downpayment LC actually delivered to Escrow Agent, and Seller shall be entitled to draw, or instruct Escrow Agent to draw, thereupon and Escrow Agent shall deliver the proceeds of the Downpayment LC to Seller, as and for full and complete liquidated and agreed damages for Purchaser’s defaultDefault, and Purchaser the parties hereto shall be released from any further liability to Seller each other hereunder, except for those obligations and liabilities that the provisions are expressly stated to survive termination of Sections 12, 13, 23 and 29 hereof shall survivethis Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON A PURCHASER DEFAULT AND THAT THE DOWNPAYMENT AND ANY INTEREST EARNED THEREON OR THEREON, AS THE DOWNPAYMENT LC CASE MAY BE, REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON A PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW. 10.2 In the event of a failure of a condition Subject to Purchaser’s obligations hereunder (occurring as a result of Seller’s default hereunder) which Purchaser is unwilling to waive, or if Seller shall be unable (as opposed to unwilling) to convey title to Purchaser in accordance with this Agreement, Purchaser may, as its sole remedy in such event, elect to terminate this Agreement, and in such event Escrow Agent shall make a Downpayment Return, and upon the Downpayment Return, each party shall be released from any further liability to the other hereunder, except that the provisions of Sections 12Section 4.3, 13, 23 and 29 hereof shall survive. 10.3 In the event that if Seller shall default in the performance of Seller’s obligations under this Agreement and Purchaser is ready, willing, and able to close in accordance with the terms, provisions and conditions of this Agreement and the Closing does not occur as a result thereof, Purchaser’s sole and exclusive remedy shall be, and Purchaser shall be entitled, to either (a) receive the Downpayment, and the parties hereto shall be released from any further liability to each other hereunder, except for those obligations and liabilities that are expressly stated to survive termination of this Agreement, or (b) if Seller’s default is the willful or intentional refusal to convey title to the Property as provided in this Agreement, (i) seek specific performance of Seller’s obligations hereunder, provided that any such action for specific performance must be commenced within thirty (30) days after such default default, or (bii) instruct Escrow Agent receive the Downpayment and reimbursement from Seller of the costs theretofore incurred by Purchaser in connection with the transaction contemplated hereby in an amount not to make a Downpayment Returnexceed $250,000, and, upon such reimbursement, the parties hereto shall be released from any further liability to each other hereunder, except for those obligations and liabilities that are expressly stated to survive termination of this Agreement. In Notwithstanding anything to the contrary contained in this Agreement, in no event whatsoever shall Seller be liable to Purchaser for any damages of any kind whatsoever.

Limitation on Liability of Parties. 10.1 In the event Purchaser SLGOP shall default in the performance of Purchaser’s SLGOP's obligations under this Agreement and the Closing does not occur as a result thereof (a “Purchaser "SLGOP Default”"), Seller’s Transferor's sole and exclusive remedy shall be, and Seller Transferor shall be entitled, to retain the Downpayment and any interest earned thereon or the Downpayment LC actually delivered to Escrow Agent, and Seller shall be entitled to draw, or instruct Escrow Agent to draw, thereupon and Escrow Agent shall deliver the proceeds of the Downpayment LC to Selleror, as and for full and complete liquidated and agreed damages for Purchaser’s SLGOP's default, and Purchaser each party shall be released from any further liability to Seller the other hereunder, except that the provisions of Sections 12, 13, 23 23, 25 and 29 hereof shall survive. SELLER TRANSFEROR AND PURCHASER SLGOP AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER TRANSFEROR MAY SUFFER UPON A PURCHASER SLGOP DEFAULT AND THAT THE DOWNPAYMENT AND ANY INTEREST EARNED THEREON OR THE DOWNPAYMENT LC REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER TRANSFEROR WOULD SUFFER UPON A PURCHASER SLGOP DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW. 10.2 In the event of a failure of a condition to Purchaser’s SLGOP's obligations hereunder (occurring as which do not otherwise constitute a result of Seller’s willful and intentional default hereunder) by Transferor hereunder which Purchaser SLGOP is unwilling to waive, or if Seller Transferor shall be unable (as opposed to unwilling) to convey title to Purchaser in accordance comply with or perform its obligations under this Agreement, Purchaser SLGOP may, as its sole remedy in such event, elect to terminate this Agreement, and in such event Escrow Agent shall make a Downpayment Return, Return and upon the Downpayment Return, each party shall be released from any further liability to the other hereunder, except that the provisions of Sections 12, 13, 23 23, 25 and 29 hereof shall survive. 10.3 . In the event that Seller Transferor shall willfully and intentionally default in the performance of Seller’s Transferor's obligations under this Agreement and the Closing does not occur as a result thereof, Purchaser’s except as set forth in the last sentence of this Section 10.2, SLGOP's sole and exclusive remedy shall be, and Purchaser SLGOP shall be entitled, to elect either (a) seek specific performance of Seller’s obligations hereunder, provided that any such action for specific performance must be commenced within thirty (30) days after such default or (b) instruct Escrow Agent to make a Downpayment Return. In no event whatsoever , and receive from Transferor payment of an amount, not to exceed $350,000.00, in reimbursement for SLGOP's actual and reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated hereby and paid to third parties not affiliated with SLGOP, including without limitation, all costs and expenses incurred in connection with SLGOP's review and inspection of the Property, preparation and negotiation of this Agreement (including, without limitation, reasonable attorneys fees and disbursements), and fees and disbursements of SLGOP's consultants, and upon the Downpayment Return and such reimbursement each party shall Seller be liable released from any further liability to Purchaser for any damages the other hereunder, except that the provisions of any kind whatsoever.Sections 12, 13, 23, 25 and 29 hereof shall survive, or