Common use of Purchaser’s Default Clause in Contracts

Purchaser’s Default. If Purchaser defaults in its obligation to proceed to Closing in accordance with this Agreement, or if any condition set forth in Sections 6.3.1 through 6.3.4 is not satisfied and Seller elects not to proceed to Closing, and if such default is not cured and/or such condition is not satisfied within fifteen (15) days after Seller has given Purchaser written notice of the same, then Seller shall have the right to terminate this Agreement by written notice to Purchaser, and upon such termination Escrow Agent shall, subject to Sections 8.1.3 and 8.1.4, pay the Deposit to Seller. In addition, if Seller, on or before the date that is three (3) years after the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”), sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price that is less than the Purchase Price, then not later than thirty (30) days following receipt by Purchaser of the documentation provided by Seller in accordance with this Section 8.2, Purchaser shall pay to Seller an amount (“Sales Price Damages”) equal to the difference between the Purchase Price and the gross purchase price paid by the Successor Purchaser. Seller shall provide Purchaser with correct and complete copies of all documentation reasonably requested by Purchaser in connection with the determination of the Sales Price Damages. If Seller also sells the Adjacent Property on or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser under this Agreement and the Adjacent Agreement shall be calculated on an aggregate basis. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000. The amount of the Deposit plus the amount, if any, of the Sales Price Damages, shall be full and complete liquidated damages, and the exclusive and sole right and remedy of Seller, and neither party shall have any further obligations or liabilities to the other party under this Agreement, except for obligations that expressly survive termination of this Agreement. Purchaser acknowledges that Seller’s actual damages caused by Purchaser’s default in its obligation to proceed to Closing would be difficult to determine precisely and that the amount of the Deposit, together with the amount, if any, of the Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. Seller hereby waives any right to recover damages (whether actual, consequential, punitive or other) as a result of Purchaser’s default in its obligation to proceed to Closing in accordance with this Agreement or as a result of any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfied, except for the damages described in this Section 8.2. This Section 8.2 shall survive any termination of this Agreement.

Purchaser’s Default. If Purchaser defaults in its obligation to proceed to Closing in accordance with under this Agreement, or if any condition set forth in Sections 6.3.1 through 6.3.4 is not satisfied Contract and Seller elects not to proceed to Closing, and if such default is not cured and/or such condition is not satisfied within fifteen continues uncured for a period of five (155) business days after Seller has given gives Purchaser written notice of such default or, if sooner, until Closing (but no such notice and opportunity to cure shall be required for breach of Purchaser obligations due to be performed at Closing and the samesame shall immediately allow Seller’s remedies), then Purchaser shall be in material breach and Seller shall have the right be entitled, as Seller’s sole and exclusive remedy, to terminate this Agreement Contract by giving written notice to PurchaserPurchaser before Purchaser has in fact cured such default, whereupon Seller shall be entitled to receive the Xxxxxxx Money Deposit and upon such termination the Escrow Agent shall, subject to Sections 8.1.3 and 8.1.4, pay shall deliver the Xxxxxxx Money Deposit to Seller. In addition, if Seller, on or before the date Seller and Purchaser acknowledge and agree that is three (3) years after the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”), sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price that is less than the Purchase Price, then not later than thirty (30) days following receipt by Purchaser delivery of the documentation provided by Xxxxxxx Money Deposit shall be deemed liquidated damages for Purchaser’s breach of this Contract, it being further agreed that the actual damages to Seller in accordance with this Section 8.2, Purchaser shall pay the event of such breach are impractical to Seller an amount (“Sales Price Damages”) equal to the difference between the Purchase Price ascertain and the gross purchase price paid by the Successor PurchaserXxxxxxx Money Deposit is a reasonable estimate thereof. Seller shall provide Purchaser with correct and complete copies of all documentation reasonably requested by Purchaser in connection with the determination of the Sales Price Damages. If Seller also sells the Adjacent Property on or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser has no right to specifically enforce Purchaser’s obligations under this Agreement Contract nor to seek or otherwise collect any actual, out-of-pocket, lost profit, punitive, consequential, treble, or other damages from or against Purchaser; provided, however, that, notwithstanding the foregoing, Seller may additionally enforce Purchaser’s liability for the indemnity, defense, hold harmless and the Adjacent Agreement shall be calculated on an aggregate basisphysical repair obligations of Purchaser expressly set forth in this Contract. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000. The amount any officer, director, agent or employee of the Deposit plus the amount, if any, of the Sales Price Damages, shall Purchaser or its partners be full and complete liquidated damages, and the exclusive and sole right and remedy of Seller, and neither party shall have personally liable for any further obligations or liabilities to the other party under this Agreement, except for obligations that expressly survive termination of this Agreement. Purchaser acknowledges that Seller’s actual damages caused by Purchaser’s default in its obligation to proceed to Closing would be difficult to determine precisely and that the amount of the Deposit, together with the amount, if any, of the Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. Seller hereby waives any right to recover damages (whether actual, consequential, punitive or other) as a result of Purchaser’s default in its obligation obligations under this Contract or the documents to proceed to Closing in accordance with this Agreement or as a result of any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfied, except for be delivered at the damages described in this Section 8.2. This Section 8.2 shall survive any termination of this AgreementClosing.

Purchaser’s Default. If (i) Purchaser defaults has not deposited the Xxxxxxx Money within the time period provided in Section 3.3(a), (ii) at any time prior to Closing, Purchaser is in material default of its obligation to proceed to Closing in accordance with covenants or obligations under this Agreement, or if any condition set forth in Sections 6.3.1 through 6.3.4 is not satisfied and Seller elects not to proceed to Closing, and if such which default is not cured and/or such condition is caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to Closing (each, a “Purchaser Default”), and Purchaser has not cured such Purchaser Default within fifteen five (155) days Business Days after Seller has given Purchaser Purchaser’s receipt of written notice of the samesuch Purchaser Default from Seller, then Seller shall have the right Seller, as its sole and exclusive remedy, may elect to terminate this Agreement by providing written notice to Purchaser, and upon such termination in which case Purchaser shall cause Escrow Agent shallto disburse the Xxxxxxx Money to Seller within two (2) Business Days after such termination, subject to Sections 8.1.3 and 8.1.4, pay the Deposit to Seller. In addition, if Seller, on or before the date that is three (3) years after the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”), sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price that is less than the Purchase Price, then not later than thirty (30) days following receipt by Purchaser of the documentation provided by Seller in accordance with this Section 8.2, and Purchaser shall pay to Seller an amount (“Sales Price Damages”) equal to the difference between the Purchase Price and the gross purchase price paid by the Successor Purchaser. Seller shall provide Purchaser with correct and complete copies of all documentation reasonably requested by Purchaser in connection with the determination of the Sales Price Damages. If Seller also sells the Adjacent Property on have no further rights or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser under this Agreement and the Adjacent Agreement shall be calculated on an aggregate basis. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000. The amount of the Deposit plus the amount, if any, of the Sales Price Damages, shall be full and complete liquidated damages, and the exclusive and sole right and remedy of Seller, and neither party shall have any further obligations or liabilities to the other party under this Agreement, except for obligations that those which expressly survive such termination. Purchaser’s obligation to cause Escrow Agent to disburse the Xxxxxxx Money to Seller shall survive such termination. The provisions of this Section 12.2 shall survive the termination of this Agreement. Purchaser acknowledges that SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. Seller’s actual damages caused by Initials: SB Purchaser’s default in its obligation to proceed to Closing would be difficult to determine precisely and that the amount of the Deposit, together with the amount, if any, of the Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. Seller hereby waives any right to recover damages (whether actual, consequential, punitive or other) as a result of Purchaser’s default in its obligation to proceed to Closing in accordance with this Agreement or as a result of any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfied, except for the damages described in this Section 8.2. This Section 8.2 shall survive any termination of this Agreement.Initials: LB

Purchaser’s Default. If Seller agrees to use commercially reasonable efforts to provide Purchaser defaults in its obligation to proceed to Closing in accordance with this Agreement, or if prompt and reasonably specific written notice of any condition set forth in Sections 6.3.1 through 6.3.4 is not satisfied and default by Purchaser (of which Seller elects not to proceed to Closing, and if such default is not cured and/or such condition is not satisfied has actual knowledge) within fifteen ten (1510) days after Seller has given gains such actual knowledge of default, but any failure to give such notice shall in no way be deemed a waiver of such default. If prior to or at Closing Purchaser fails to perform or ​ LAND SALE CONTRACT-341.3 ACRES IN HARRIS COUNTY, TX-XXXXX SPOILS TRACTS (EAST & WEST XXXXX PLACEMENT AREAS LLC & EQUITY RESOURCE PARTNERS-EAST WEST, LLC) ​ breaches any of Purchaser’s material obligations or covenants under this Contract and such failure or breach is not cured by Purchaser by the date that is the earlier of the Closing Date or ten (10) days after Seller’s written notice to Purchaser reasonably describing the failure to perform of breach of covenant by Purchaser (except obligations due at Closing, for which no notice and cure is required) for any reason other than (i) the sametermination of this Contract by Seller or Purchaser pursuant to any right to terminate expressly set forth in this Contract (other than this Section), or (ii) Seller’s failure to perform Seller’s material obligations under this Contract, and such default or breach is not waived or deemed waived by Seller hereunder, then Seller Seller, as Seller’s sole and exclusive remedy (subject to Section 11(c) hereof), shall have the right to terminate this Agreement Contract by giving written notice thereof to Purchaser, and upon such termination Escrow Agent shall, subject to Sections 8.1.3 and 8.1.4, pay in which event the Deposit to Seller. In addition, if Seller, on or before the date that is three (3) years after the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”), sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price that is less than the Purchase Price, then not later than thirty (30) days following receipt Independent Consideration shall be retained by Purchaser of the documentation provided by Seller in accordance with this Section 8.2, Purchaser shall pay and/or paid over to Seller an amount (“Sales Price Damages”) equal to the difference between the Purchase Price and the gross purchase price paid by the Successor Purchaser. Net Xxxxxxx Money shall be delivered to Seller shall provide as agreed compensation to Seller free and clear of all rights and claims of Purchaser with correct and complete copies of all documentation reasonably requested by Purchaser in connection with the determination of the Sales Price Damages. If Seller also sells the Adjacent Property on or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser under this Agreement and the Adjacent Agreement shall be calculated on an aggregate basis. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000. The amount of the Deposit plus the amount, if any, of the Sales Price Damages, shall be full and complete liquidated damages, and the exclusive and sole right and remedy of Sellerrespect thereto, and neither party Purchaser nor Seller shall have any further rights or obligations or liabilities to the other party under this Agreement, Contract except for obligations that expressly survive termination the Surviving Obligations of this Agreement. Purchaser acknowledges that Seller’s actual damages caused by Purchaser’s default in its obligation to proceed to Closing would be difficult to determine precisely and that the amount of the Deposit, together with the amount, if any, of the Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. Seller hereby waives any right to recover damages (whether actual, consequential, punitive or other) as a result of Purchaser’s default in its obligation to proceed to Closing in accordance with this Agreement or as a result of any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfied, except for the damages described in this Section 8.2. This Section 8.2 shall survive any termination of this Agreementsuch party.

Purchaser’s Default. If Purchaser defaults fails to perform any of Purchaser's obligations under this Agreement for any reason other than (i) the termination of this Agreement by Seller or Purchaser pursuant to any right to terminate expressly set forth in its obligation this Agreement (other than this Section), or (ii) Seller's failure to proceed perform Seller's obligations when required to Closing in accordance with be performed under this Agreement, or if any condition set forth and such default by Purchaser (other than default in Sections 6.3.1 through 6.3.4 is not satisfied and Seller elects not to proceed to performance due at Closing, and if such default for which there is no notice or cure right) is not cured and/or such condition is not satisfied within fifteen by the sooner of Closing or five (155) business days after Seller has given gives Purchaser written notice of the samesuch default, then Seller Seller, as Seller's sole and exclusive remedy, shall have the right to terminate this Agreement by giving written notice thereof to Purchaser, and upon such termination Escrow Agent shall, subject to Sections 8.1.3 and 8.1.4, pay in which event the Deposit to Seller. In addition, if Seller, on or before the date that is three (3) years after the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”), sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price that is less than the Purchase Price, then not later than thirty (30) days following receipt by Purchaser of the documentation provided by Seller in accordance with this Section 8.2, Purchaser Xxxxxxx Money shall pay be delivered to Seller an amount (“Sales Price Damages”) equal to the difference between the Purchase Price as liquidated damages free and the gross purchase price paid by the Successor Purchaser. Seller shall provide clear of all rights and claims of Purchaser with correct and complete copies of all documentation reasonably requested by Purchaser in connection with the determination of the Sales Price Damages. If Seller also sells the Adjacent Property on or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser under this Agreement and the Adjacent Agreement shall be calculated on an aggregate basis. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000. The amount of the Deposit plus the amount, if any, of the Sales Price Damages, shall be full and complete liquidated damages, and the exclusive and sole right and remedy of Sellerrespect thereto, and neither party Purchaser nor Seller shall have any further rights or obligations under this Agreement. Seller hereby expressly waives all remedies and causes of action against Purchaser for Purchaser's failure to perform any of Purchaser’s obligations at Closing other than the liquidated damages provided for in this Section 12(b), including, without limitation, any right to enforce specific performance of Purchaser's obligations. The foregoing remedies are, however, in addition to Seller’s rights, as they may exist at law, to obtain injunctive or liabilities equitable relief to the other party prevent Purchaser’s breach, threatened breach or continued breach of any pre-Closing covenant of Purchaser under this Agreement, except for obligations that expressly survive termination of this Agreement. Purchaser acknowledges that Seller’s actual damages caused by Purchaser’s default in its obligation to proceed to Closing would be difficult to determine precisely and that but Seller is waiving the amount of the Deposit, together with the amount, if any, of the Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. Seller hereby waives any right to recover damages (whether actual, consequential, punitive or other) as a result seek specific performance of Purchaser’s default in its obligation obligations to proceed to Closing in accordance with close this Agreement or transaction. Nothing herein shall be construed as a result waiver of or limit Seller’s right to pursue all remedies against Purchaser at law and in equity with respect to Surviving Duties and any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfiedpost-Closing obligations of Purchaser, except for including, without limitation, Purchaser’s obligations under the damages described in this Section 8.2. This Section 8.2 shall survive any termination of this Indemnity Agreement.

Purchaser’s Default. If (i) Purchaser defaults has not deposited the Xxxxxxx Money within the time period provided in Section 3.3(a), (ii) at any time prior to Closing, Purchaser is in material default of its obligation to proceed to Closing in accordance with covenants or obligations under this Agreement, or if any condition set forth in Sections 6.3.1 through 6.3.4 is not satisfied and Seller elects not to proceed to Closing, and if such which default is not cured and/or such condition is caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to Closing (each, a “Purchaser Default”), and Purchaser has not cured such Purchaser Default within fifteen three (153) days Business Days after Seller has given Purchaser Purchaser’s receipt of written notice of the samesuch Purchaser Default from Seller, then Seller shall have the right Seller, as its sole and exclusive remedy, may elect to terminate this Agreement by providing written notice to Purchaser, and upon such termination in which case Purchaser shall cause Escrow Agent shallto disburse the Xxxxxxx Money to Seller within two (2) Business Days after such termination, subject to Sections 8.1.3 and 8.1.4, pay the Deposit to Seller. In addition, if Seller, on or before the date that is three (3) years after the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”), sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price that is less than the Purchase Price, then not later than thirty (30) days following receipt by Purchaser of the documentation provided by Seller in accordance with this Section 8.2, and Purchaser shall pay to Seller an amount (“Sales Price Damages”) equal to the difference between the Purchase Price and the gross purchase price paid by the Successor Purchaser. Seller shall provide Purchaser with correct and complete copies of all documentation reasonably requested by Purchaser in connection with the determination of the Sales Price Damages. If Seller also sells the Adjacent Property on have no further rights or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser under this Agreement and the Adjacent Agreement shall be calculated on an aggregate basis. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000. The amount of the Deposit plus the amount, if any, of the Sales Price Damages, shall be full and complete liquidated damages, and the exclusive and sole right and remedy of Seller, and neither party shall have any further obligations or liabilities to the other party under this Agreement, except for obligations that those which expressly survive such termination. Purchaser’s obligation to cause Escrow Agent to disburse the Xxxxxxx Money to Seller shall survive such termination. The provisions of this Section 12.2 shall survive the termination of this Agreement. Purchaser acknowledges that SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. THE PAYMENT OF SUCH AMOUNT AS 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. Seller’s actual damages caused by Initials: /s/ JCM Purchaser’s default in its obligation to proceed to Closing would be difficult to determine precisely and that the amount of the Deposit, together with the amount, if any, of the Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. Seller hereby waives any right to recover damages (whether actual, consequential, punitive or other) as a result of Purchaser’s default in its obligation to proceed to Closing in accordance with this Agreement or as a result of any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfied, except for the damages described in this Section 8.2. This Section 8.2 shall survive any termination of this Agreement.Initials: /s/ TCF

Purchaser’s Default. If In the event Purchaser defaults in its obligation terminates this Purchase Contract following the Feasibility Period for any reason other than Seller's inability to proceed to Closing in accordance with convey title as required by this AgreementPurchase Contract, or if any condition defaults hereunder prior to the Closing Date and consummation of the Closing does not occur by reason of such termination or default by Purchaser, Seller and Purchaser agree that it would be impractical and extremely difficult to estimate the damages which Seller may suffer. Therefore, Seller and Purchaser hereby agree that, except as expressly set forth in herein and except for the Purchaser's liability under Sections 6.3.1 through 6.3.4 is not satisfied 5.3 and Seller elects not to proceed to Closing5.4, and if such default is not cured and/or such condition is not satisfied within fifteen (15) days after Seller has given Purchaser written notice the reasonable estimate of the sametotal net detriment that Seller would suffer in the event that Purchaser terminates this Purchase Contract or defaults hereunder prior to the Closing Date is and shall be, then Seller shall have as Seller's sole remedy (whether at law or in equity), the right to terminate this Agreement by written notice to Purchaser, and upon such termination receive from the Escrow Agent shall, subject to Sections 8.1.3 and 8.1.4, pay retain the Deposit to Seller. In addition, if Seller, on or before the date that is three (3) years after the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”), sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price that is less than the Purchase Price, then not later than thirty (30) days following receipt by Purchaser full amount of the documentation provided Deposit. The payment and performance of the above as liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in accordance with this Section 8.2the applicable event, Purchaser shall pay except as expressly set forth herein, and subject to Seller an amount (“Sales Price Damages”) equal to and except for Purchaser's liability under Sections 5.3 and 5.4, irrespective of the difference between time when the Purchase Price and the gross purchase price paid by the Successor Purchaserinquiry about such damages may take place. Seller shall provide Purchaser with correct and complete copies of all documentation reasonably requested Upon any such failure by Purchaser in connection with the determination of the Sales Price Damages. If Seller also sells the Adjacent Property on or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser under hereunder, this Agreement and the Adjacent Agreement Purchase Contract shall be calculated on an aggregate basis. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000. The amount of the Deposit plus the amount, if any, of the Sales Price Damages, shall be full and complete liquidated damages, and the exclusive and sole right and remedy of Sellerterminated, and neither party shall have any further rights or obligations or liabilities hereunder, each to the other party under this Agreementother, except as expressly set forth herein, and subject to and except for obligations that expressly survive termination Purchaser's liability under Sections 5.3 and 5.4 above, and the right of this Agreement. Purchaser acknowledges that Seller’s actual Seller to collect such liquidated damages caused to the extent not theretofore paid by Purchaser’s default in its obligation to proceed to Closing would be difficult to determine precisely and that the amount of the Deposit, together with the amount, if any, of the Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. Seller hereby waives any right to recover damages (whether actual, consequential, punitive or other) as a result of Purchaser’s default in its obligation to proceed to Closing in accordance with this Agreement or as a result of any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfied, except for the damages described in this Section 8.2. This Section 8.2 shall survive any termination of this Agreement.12.2

Purchaser’s Default. If (i) Purchaser defaults has not deposited the Xxxxxxx Money within the time period provided in Section 3.3(a), (ii) at any time prior to the Closing, Purchaser is in material breach or default of its obligation to proceed to Closing in accordance with covenants or obligations under this Agreement, which breach or if any condition set forth in Sections 6.3.1 through 6.3.4 is not satisfied and Seller elects not to proceed to Closing, and if such default is not cured and/or such condition is caused by a Seller Default, or (iii) at the Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to the Closing (each, a “Purchaser Default”), and Purchaser has not cured such Purchaser Default within fifteen ten (1510) days after Seller has given Purchaser Purchaser’s receipt of written notice of the samesuch Purchaser Default from Seller, then Seller, as its sole and exclusive remedies, may elect to terminate this Agreement by providing written notice to Purchaser, in which case Purchaser shall cause Escrow Agent to disburse the Xxxxxxx Money to Seller within two (2) Business Days after such termination, and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. Purchaser’s obligation to cause Escrow Agent to disburse the Xxxxxxx Money to Seller shall survive such termination. Notwithstanding the foregoing, Seller shall have the right to elect terminate this Agreement by written notice to Purchaser, and upon such termination Escrow Agent shall, subject to Sections 8.1.3 and 8.1.4, pay the Deposit to Seller. In addition, if Seller, on or before the date that is three (3) years after the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”), sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price that is less than the Purchase Price, then not later than thirty (30) days following receipt by Purchaser of the documentation provided by Seller in accordance with this Section 8.2, Purchaser shall pay to Seller an amount (“Sales Price Damages”) equal 12.2 with respect to the difference between the Purchase Price and the gross purchase price paid applicable Property affected by the Successor Purchasersuch Purchaser Default or with respect to all Properties upon such Purchaser Default. Seller shall provide Purchaser with correct and complete copies of all documentation reasonably requested by Purchaser in connection with the determination of the Sales Price DamagesSELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. If Seller also sells the Adjacent Property on or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser under this Agreement and the Adjacent Agreement shall be calculated on an aggregate basisACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY (INCLUDING, WITHOUT LIMITATION, WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3389), BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER (INCLUDING, WITHOUT LIMITATION, PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677). The amount of the Deposit plus the amountIN FURTHER EVIDENCE OF THEIR AGREEMENT TO THIS LIQUIDATED DAMAGES PROVISION, if any, of the Sales Price Damages, shall be full and complete liquidated damages, and the exclusive and sole right and remedy of Seller, and neither party shall have any further obligations or liabilities to the other party under this Agreement, except for obligations that expressly survive termination of this Agreement. Purchaser acknowledges that Seller’s actual damages caused by Purchaser’s default in its obligation to proceed to Closing would be difficult to determine precisely and that the amount of the Deposit, together with the amount, if any, of the Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. Seller hereby waives any right to recover damages (whether actual, consequential, punitive or other) as a result of Purchaser’s default in its obligation to proceed to Closing in accordance with this Agreement or as a result of any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfied, except for the damages described in this Section 8.2. This Section 8.2 shall survive any termination of this Agreement.SELLER AND PURCHASER HAVE INITIALED BELOW: SELLER INITIALS: PURCHASER INITIALS: ARTICLE XIII CASUALTY; CONDEMNATION

Purchaser’s Default. If (i) Purchaser defaults has not deposited the Deposit (including the initial Deposit and the additional Deposit) within the time periods provided in Section 3.3(a), (ii) at any time prior to Closing, Purchaser is in material breach or default of its obligation to proceed to Closing in accordance with representations, warranties, covenants or obligations under this Agreement, which breach or if any condition set forth in Sections 6.3.1 through 6.3.4 is not satisfied and Seller elects not to proceed to Closing, and if such default is not cured and/or such condition is caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to Closing (each, a "Purchaser Default"), and Purchaser has not cured such Purchaser Default within fifteen ten (1510) days after Seller has given Purchaser Purchaser's receipt of written notice of the samesuch Purchaser Default from Seller, then Seller shall have the right Seller, as its sole and exclusive remedy, may elect to terminate this Agreement by providing written notice to Purchaser, and upon such termination in which case Purchaser shall cause Escrow Agent shall, subject to Sections 8.1.3 and 8.1.4, pay disburse the Deposit to Seller. In additionSeller within two (2) Business Days after such termination, if Seller, on or before the date that is three (3) years after the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”), sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price that is less than the Purchase Price, then not later than thirty (30) days following receipt by Purchaser of the documentation provided by and Seller in accordance with this Section 8.2, and Purchaser shall pay to Seller an amount (“Sales Price Damages”) equal to the difference between the Purchase Price and the gross purchase price paid by the Successor Purchaser. Seller shall provide Purchaser with correct and complete copies of all documentation reasonably requested by Purchaser in connection with the determination of the Sales Price Damages. If Seller also sells the Adjacent Property on have no further rights or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser under this Agreement and the Adjacent Agreement shall be calculated on an aggregate basis. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000. The amount of the Deposit plus the amount, if any, of the Sales Price Damages, shall be full and complete liquidated damages, and the exclusive and sole right and remedy of Seller, and neither party shall have any further obligations or liabilities to the other party under this Agreement, except for obligations that those which expressly survive termination of this Agreementsuch termination. Purchaser acknowledges that Seller’s actual damages caused by Purchaser’s default in its 's obligation to proceed post the Deposit with and to Closing would be difficult cause Escrow Agent to determine precisely and that disburse the amount of the Deposit, together with the amount, if any, of the Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. Deposit to Seller hereby waives any right to recover damages (whether actual, consequential, punitive or other) as a result of Purchaser’s default in its obligation to proceed to Closing in accordance with this Agreement or as a result of any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfied, except for the damages described in this Section 8.2. This Section 8.2 shall survive any termination of this Agreementsuch termination. SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE AFTER NEGOTIATION THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT THE PARTIES SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION.

Purchaser’s Default. If Purchaser defaults will deliver, with Ten (10) business days from mutual execution of this Agreement to Land Title Company of Alabama Inc., 600 North 20th Street, Birminxxxx, Xxxxxxx 00000, xxxxx xxxxx xxx Xxxxxxo Title Insurance Company, Inc. (the "Title Company"), funds in its obligation the amount of Fifteen Thousand and 00/100 ($15,000) (the "Earnest Money"). Should Xxxxxxser elect not to proceed purchase the Property pursuant to Closing in accordance with paragraph 4, 13 or as it is otherwise entitled to under this Agreement, or the Earnest Money, together witx xxxxrest, if any condition set forth in Sections 6.3.1 through 6.3.4 is not satisfied shall be refunded to the Seller and Seller elects not to proceed to Closing, and if such default is not cured and/or such condition is not satisfied within fifteen (15) days after Seller has given Purchaser written notice of the same, then Seller shall have the right to terminate this Agreement by written notice to Purchaser, and upon such termination Escrow Agent shall, subject to Sections 8.1.3 and 8.1.4, pay the Deposit to Sellershall terminate. In additionthe event Purchaser fails to carry out an perform the term's of this Agreement, if Seller, on or before the date that is three (3) years after earnest money shall be fxxxxxxxd as liquidated damages as the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”), sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price that is less than the Purchase Price, then not later than thirty (30) days following receipt by Purchaser of the documentation provided by Seller in accordance with this Section 8.2, Purchaser shall pay to Seller an amount (“Sales Price Damages”) equal to the difference between the Purchase Price and the gross purchase price paid by the Successor Purchaser. Seller shall provide Purchaser with correct sole and complete copies of all documentation reasonably requested by Purchaser in connection with the determination of the Sales Price Damages. If Seller also sells the Adjacent Property on or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser under this Agreement and the Adjacent Agreement shall be calculated on an aggregate basis. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000. The amount of the Deposit plus the amount, if any, of the Sales Price Damages, shall be full and complete liquidated damages, and the exclusive and sole right and remedy of Seller, and neither party shall have any further obligations or liabilities provides Seller agrees to the other party under this Agreement, except for obligations that expressly survive termination cancellation of this Agreement. Purchaser acknowledges that Seller’s actual damages caused by Purchaser’s default in its obligation In the event Seller fails to proceed to Closing would be difficult to determine precisely carry out and that the amount of the Deposit, together with the amount, if any, of the Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. Seller hereby waives any right to recover damages (whether actual, consequential, punitive or other) as a result of Purchaser’s default in its obligation to proceed to Closing in accordance with this Agreement or as a result of any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfied, except for the damages described in this Section 8.2. This Section 8.2 shall survive any termination perform their terms of this Agreement., Purchaser shall be entitled to specific performance of this Agreement by the Seller under any applicable laws of the jurisdiction. If this Agreement does not close and the earnest money is to be turned xxxx xx Seller or refunded to Purchaser pursuant to this Agreement, Seller and Purchaser agree to execute a written release to the Agent and Title Company affirming the property disposition of the earnest money. In the event boxx Seller and Purchaser claims the earnest money, or either Sxxxxx xr Purchaser refuses or fails to execute a release, the Title Company may interplead the disputed portion of the earnest money into court, and xxxxx be entitled to deduct or recover from the earnest money for court costx, attorney fees and other expenses relating to the interpleaded. When the earnest money is a check axx xxx check is returned by a financial institution as unpaid, Seller has the right to void the Agreement without further recourse on the part of the Purchaser. PURCHASE AND SALE AGREEMENT

Purchaser’s Default. If (i) Purchaser defaults has not deposited the Xxxxxxx Money within the time period provided in Section 3.3(a), (ii) at any time prior to Closing, Purchaser is in material default of its obligation to proceed to Closing in accordance with covenants or obligations under this Agreement, or if any condition set forth in Sections 6.3.1 through 6.3.4 is not satisfied and Seller elects not to proceed to Closing, and if such which default is not cured and/or such condition is caused by a Seller Default, or (iii) at Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to Closing (each, a “Purchaser Default”), and Purchaser has not cured such Purchaser Default within fifteen three (153) days Business Days after Seller has given Purchaser Purchaser’s receipt of written notice of the samesuch Purchaser Default from Seller, then Seller shall have the right Seller, as its sole and exclusive remedy, may elect to terminate this Agreement by providing written notice to Purchaser, and upon such termination in which case Purchaser shall cause Escrow Agent shallto disburse the Xxxxxxx Money to Seller within two (2) Business Days after such termination, subject to Sections 8.1.3 and 8.1.4, pay the Deposit to Seller. In addition, if Seller, on or before the date that is three (3) years after the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”), sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price that is less than the Purchase Price, then not later than thirty (30) days following receipt by Purchaser of the documentation provided by Seller in accordance with this Section 8.2, and Purchaser shall pay to Seller an amount (“Sales Price Damages”) equal to the difference between the Purchase Price and the gross purchase price paid by the Successor Purchaser. Seller shall provide Purchaser with correct and complete copies of all documentation reasonably requested by Purchaser in connection with the determination of the Sales Price Damages. If Seller also sells the Adjacent Property on have no further rights or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser under this Agreement and the Adjacent Agreement shall be calculated on an aggregate basis. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000. The amount of the Deposit plus the amount, if any, of the Sales Price Damages, shall be full and complete liquidated damages, and the exclusive and sole right and remedy of Seller, and neither party shall have any further obligations or liabilities to the other party under this Agreement, except for obligations that those which expressly survive such termination. Purchaser’s obligation to cause Escrow Agent to disburse the Xxxxxxx Money to Seller shall survive such termination. The provisions of this Section 12.2 shall survive the termination of this Agreement. Purchaser acknowledges that SELLER AND PURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE DAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE THAT SELLER SHALL RETAIN THE XXXXXXX MONEY AS FULL AND COMPLETE LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. Seller’s actual damages caused by Initials: Purchaser’s default in its obligation to proceed to Closing would be difficult to determine precisely and that the amount of the Deposit, together with the amount, if any, of the Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. Seller hereby waives any right to recover damages (whether actual, consequential, punitive or other) as a result of Purchaser’s default in its obligation to proceed to Closing in accordance with this Agreement or as a result of any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfied, except for the damages described in this Section 8.2. This Section 8.2 shall survive any termination of this Agreement.Initials:

Purchaser’s Default. (a) If Seller has complied with all of the covenants and conditions contained herein in all material respects and Purchaser defaults fails to consummate this Agreement and take title by reason of a default on Purchaser's part, then the parties hereto recognize and agree that the damages that Seller will sustain as a result thereof will be substantial, but difficult if not impossible to ascertain. Therefore, the parties agree that, in the event of Purchaser's default as aforesaid, Seller shall, as its obligation sole remedy, first demand payment from Purchaser in an amount equal to proceed the Deposit as liquidated damages (in which event, following full payment, the Letter of Credit shall be returned to Closing in accordance with this Agreement, or if any condition set forth in Sections 6.3.1 through 6.3.4 is not satisfied and Seller elects not to proceed to ClosingPurchaser), and if Seller has not received such default is not cured and/or such condition is not satisfied within fifteen (15) amount by the earlier of five days after Seller has given Purchaser written notice Seller's demand or the day prior to the expiry date of the sameLetter of Credit, then Seller shall have be entitled to direct the right to terminate this Agreement by written notice to Purchaser, and upon such termination Escrow Agent shall, subject to Sections 8.1.3 draw under the Letter of Credit in the full amount thereof and 8.1.4, pay the Deposit to Seller. In addition, if Seller, on or before the date that is three (3) years after the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”), sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price that is less than the Purchase Price, then not later than thirty (30) days following receipt by Purchaser proceeds of the documentation provided by Seller in accordance with this Section 8.2, Purchaser shall pay to Seller an amount (“Sales Price Damages”) equal such drawing to the difference between the Purchase Price and the gross purchase price paid by the Successor Purchaser. Seller shall provide Purchaser with correct and complete copies of all documentation reasonably requested by Purchaser in connection with the determination of the Sales Price Damages. If Seller also sells the Adjacent Property on or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser under this Agreement and the Adjacent Agreement shall be calculated on an aggregate basis. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000. The amount of the Deposit plus the amountinterest earned thereon, if any, of the Sales Price Damages, shall be full and complete as liquidated damages, and the exclusive and sole right and remedy of Seller, and after such payment or drawing neither party shall have any further rights or obligations or liabilities with respect to the other party under this Agreement, except for obligations the Surviving Covenants. Seller acknowledges and agrees (1) that expressly survive termination the Deposit plus interest earned thereon is a reasonable estimate of this Agreement. Purchaser acknowledges and bears a reasonable relationship to the damages that Seller’s actual damages caused by Purchaser’s default in its obligation to proceed to Closing would be difficult suffered and costs incurred by Seller as a result of having withdrawn the Property from sale and the failure of closing to determine precisely occur due to a default by Purchaser under this Agreement and that (2) Purchaser seeks to limit its liability under this Agreement to the amount of the DepositDeposit plus interest earned thereon in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a default by Purchaser hereunder. (b) In the event that after the Closing Date (i) Purchaser is in default in the payment of any monetary obligation hereunder which continues for more than ten days or (ii) is in default in the performance of any other obligation hereunder which continues for more than 45 days, together with the amount, if any, of the Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. then Seller hereby waives any right to recover may seek damages (whether actual, consequential, punitive or otherbut excluding consequential damages) as a result of from Purchaser’s default in its obligation to proceed to Closing in accordance with this Agreement or as a result of any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfied, except for the damages described in this Section 8.2. This Section 8.2 shall survive any termination of this AgreementSECTION 4.02.

Purchaser’s Default. If at any time prior to Closing, there shall have been a breach or default by Purchaser defaults of any representation, warranty, covenant or obligation under this Agreement which breach or default (A) would give rise to the failure of a condition to the Closing hereunder, (B) either (1) cannot be cured or (2) if it can be cured, has not been cured prior to the first to occur of 5:00 p.m. on the date that is twenty (20) days following receipt by the Purchaser and Securities Sellers of written notice of such breach or 5:00 p.m. on the date immediately preceding the Termination Date, as defined in its obligation the Securities Purchase Agreement, and (C) is not caused by a Seller’s Default (a “Purchaser’s Default”), and no Seller’s Default has occurred which remains uncured, then Seller may elect, subject to the written consent of Securities Sellers, to (i) terminate this Agreement by providing written notice to Purchaser and Securities Sellers, in which case the Deposit actually paid by Purchaser shall be disbursed to Securities Sellers in accordance with and subject to Section 3.2.3 and Section 13.18, and the Parties shall have no further rights or obligations under this Agreement (except as provided herein), (ii) proceed to Closing without any adjustment in Purchase Price (except as contemplated in Section 3.1.1), (iii) provide written notice to Purchaser, Securities Sellers and Escrow Agent in accordance with this Agreementand subject to the provisions of Section 3.2.3 and Section 13.18 hereof, in which case, subject to the provisions of the foregoing referenced Sections, the Deposit shall be disbursed to Securities Sellers, and obtain a court order for specific performance; or if any condition set forth (iv) in Sections 6.3.1 through 6.3.4 the event specific performance is not satisfied and Seller elects not to proceed to Closingan available remedy, and if such default is not cured and/or such condition is not satisfied within fifteen (15) days after Seller has given Purchaser written notice of the same, then Seller shall have the right to terminate this Agreement by written notice the Deposit. For the avoidance of doubt, the right of Securities Sellers pursuant to their rights under Section 13.18 to seek specific performance of Purchaser, and upon such termination Escrow Agent shall, subject ’s obligations hereunder shall be in addition to Sections 8.1.3 and 8.1.4, pay Securities Sellers’ right to receive the Deposit to Seller. In addition, if Seller, on or before the date that is three (3) years after the date on which this Agreement terminates pursuant to this Section 8.2 (“Outside Date”)3.2.3 hereof; provided, sells the Property to a third party purchaser (“Successor Purchaser”) for a gross purchase price however, that is less than the Purchase Priceif Securities Sellers are granted specific performance, then not later than thirty (30) days following receipt by Purchaser of the documentation provided by Seller in accordance with this Section 8.2, Purchaser Deposit shall pay to Seller an amount (“Sales Price Damages”) equal to the difference between be applied toward the Purchase Price otherwise due and the gross purchase price paid by the Successor payable from Purchaser. Seller shall provide Purchaser with correct and complete copies of all documentation reasonably requested by Purchaser in connection with the determination of the Sales Price Damages. If Seller also sells the Adjacent Property on or before the Outside Date then the “Sales Price Damages” collectively payable by Purchaser and Adjacent Purchaser under this Agreement and the Adjacent Agreement shall be calculated on an aggregate basis. In no event shall the Sale Price Damages under this Agreement and the Adjacent Agreement exceed in the aggregate $11,000,000. The amount of the Deposit plus the amount, if any, of the Sales Price Damages, shall be full and complete liquidated damages, and the exclusive and sole right and remedy of Seller, and neither party shall have any further obligations or liabilities to the other party under this Agreement, except for obligations that expressly survive termination of this Agreement. Purchaser acknowledges that Seller’s actual damages caused by Purchaser’s default in its obligation to proceed to Closing would be difficult to determine precisely and that the amount of the Deposit, together with the amount, if any, of the Sales Price Damages, as liquidated damages, is a fair and reasonable approximation. Seller hereby waives any right to recover damages (whether actual, consequential, punitive or other) as a result of Purchaser’s default in its obligation to proceed to Closing in accordance with this Agreement or as a result of any conditions set forth in Sections 6.3.1 through 6.3.4 not being satisfied, except for the damages described in this Section 8.2. This Section 8.2 shall survive any termination of this Agreement.