Common use of Purchaser’s Default Clause in Contracts

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where herein after all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 obligation to do so have been satisfied or waived by Purchaser, Title Company shall pay the Deposit to Seller in accordance with the Escrow Instructions, as full and Purchaser fails to provide complete liquidated damages, and as the Purchaser’s Deliveries as set forth in Section 8.3)exclusive and sole right and remedy of Seller, then: (a) whereupon this Agreement shall automatically terminate; (b) the Deposit shall be paid to terminate and retained by Seller as liquidated damages; and (c) Seller and Purchaser neither party shall have no any further obligations or liabilities to each otherthe other party, except for those obligations that expressly stated to survive a the termination hereof by its termsof this Agreement. PURCHASER AND SELLER ACKNOWLEDGE THE PARTIES AGREE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT ASCERTAIN THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER IF AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE TRANSACTION SHOULD FAIL PURCHASE OF THE PROPERTY PURSUANT TO CLOSE THIS AGREEMENT, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE CONTRACT DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT DAMAGES WHICH SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME WILL INCUR AS A RESULT OF SUCH BREACHFAILURE. PURCHASER AND SELLER AGREE THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ ' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S 'S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S 'S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S 'S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Purchaser’s Default. If Purchaser fails to consummate the purchase and sale contemplated hereby is not consummated because of a default herein by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where Closing Date after all conditions precedent to Purchaser's obligation to do so have been satisfied or waived by Purchaser, or if Purchaser otherwise fails to perform any of its obligations as and when required hereunder, Escrow Agent shall pay the Deposit to Seller in accordance with the Escrow Instructions, as full and complete liquidated damages (provided, however, that if Purchaser disputes Seller’s obligations under right to the Deposit and Seller commences an action in a court of proper jurisdiction in order to recover the Deposit, then if Seller is the prevailing party in any such action, Seller shall also be entitled to a reimbursement by Purchaser of Seller's attorneys’ fees and out-of-pocket costs in connection with such action), as the exclusive and sole right and remedy of Seller, whereupon this Agreement as shall terminate and neither party shall have any further obligations or liabilities to the other party except for those expressly stated to survive the termination of this Agreement. Except for, and in consideration of, the foregoing pre-Closing remedies of Seller, Seller hereby waives any other remedies available at law or in equity, specifically excluding, if the Closing does occur, those indemnities set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that expressly survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENTClosing.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property Properties in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH BREACII OF THIS TIIIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE TILE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice Section 7.4 hereof shall not be required where all conditions precedent applicable and Purchaser is in default and fails to Purchaser’s perform any of its material obligations under this Agreement as including, without limitation, a failure to fully and completely comply with the conditions to Closing set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)7.2(a) hereof, then: (a) this Agreement shall automatically terminate; (b) then the Deposit shall be paid promptly disbursed to Seller. Upon receipt of the Deposit by Seller, Seller shall retain the Deposit as liquidated damages, and Seller shall have no obligation to convey title to the Property to Purchaser, and except as expressly provided in this Agreement, upon such disbursement of the Deposit to Seller, this Agreement shall be absolutely, automatically and completely null, void and of no further force or effect. Enforcement of Seller's right to receive the Deposit and the retention of the Deposit, when disbursed to, and retained by Seller as liquidated damages; and (c) Seller and Purchaser , shall have no further obligations to each other, except those obligations that survive a termination hereof by its termsbe Seller's sole remedy in the event of Purchaser's default hereunder. PURCHASER THE PARTIES HERETO EXPRESSLY AGREE AND SELLER ACKNOWLEDGE THAT THE SELLER'S ACTUAL DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICABLE TO DETERMINE, ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ' REASONABLE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACHDAMAGES. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDYNotwithstanding the foregoing, AT LAW AND IN EQUITYSeller shall have the right to waive any default of Purchaser, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENTin whole or in part, in its sole and absolute discretion, and proceed to Closing without any credit or adjustment to the Purchase Price or further liability of Purchaser with respect to such default.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a Purchaser shall fail neglect or refuse to complete the transfer for any reasons other than due to the Vendor's default by Purchaser in and failure to comply with its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails on the Completion Date or Extended Completion Date, the Vendor has the right to provide forthwith to terminate this Agreement thereupon all the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) 's rights under this Agreement shall automatically terminate; (b) cease and the forfeitable Deposit shall irrevocably be paid forfeited to the Vendor absolutely and shall be retained by Seller and shall thenceforth belong to the Vendor and shall not be refunded to the Purchaser under any circumstances whatsoever but the Vendor shall refund to the Purchaser all other monies paid by the Purchaser towards account of the Purchase Price, if any, free of interest and the Vendor shall be at liberty to sell or otherwise deal with the said Properties at such price and in such manner and to such person or persons as liquidated damages; the Vendor may think fit and (c) Seller shall not be accountable to the Purchaser for any profit on such sale. In such an event, it is hereby further agreed and declared that the said Memoranda of Transfer shall be treated as null and void and of no further effect of force whatsoever and the Purchaser shall not be entitled to make any claim and demand whatsoever against the Vendor or the said Solicitors for any loss or damage or whatsoever compensation which may have no further obligations to each otherbeen incurred or suffered by the Purchaser on account thereof or arising therefrom or under these presents save and except for antecedent breach(es), except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENTif any.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement and if such default is not cured within ten (10) days from after the satisfaction or written notice thereof from Seller to waiver by Purchaser (except such notice shall not be required where all of each of the conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)proceed to Closing, then: (a) this Agreement shall automatically terminate; (b) the Deposit (including any Non-Refundable Amount) shall be paid to and retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations and Seller’s Surviving Obligations, Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDYThis Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the obligations of Purchaser pursuant to Sections 5.1, AT LAW AND IN EQUITY5.3, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT9.1, 11.8 or 11.18 of this Agreement.

Purchaser’s Default. If the sale contemplated Closing fails to occur because of the Purchaser’s default through no fault of Seller (other than as a result of Purchaser’s permitted termination of this Agreement), then Seller shall be entitled to terminate this Agreement and the Title Company shall disburse the Xxxxxxx Money (including all interest accrued thereon) to Seller, and Seller shall be entitled, as its sole and exclusive remedy hereunder, to retain said Xxxxxxx Money (including all interest accrued thereon) as full liquidated damages for such default, whereupon this Agreement shall become null and void and of no further force or effect, except for such provisions hereof that, by the express terms hereof, survive any termination of this Agreement. It is hereby is not consummated because agreed that Seller’s damages in the event of a default by Purchaser hereunder are uncertain and impossible to ascertain, and that the Xxxxxxx Money constitutes a reasonable liquidation of such damages and is intended not as a penalty, but as full liquidated damages. Seller covenants not to bring any action or suit, whether legal or equitable, against Purchaser for damages or other redress in the event of Purchaser’s default hereunder (other than under an indemnity that by its obligation to purchase the Property in accordance with the terms survives termination of this Agreement). IN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)SHAREHOLDERS, then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each otherMEMBERS, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT MANAGERS, OWNERS OR AFFILIATES, OR ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE DAMAGES FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINETHE PROPERTY, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDYWHETHER BASED ON CONTRACT, AT LAW AND IN EQUITYCOMMON LAW, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENTSTATUTE, EQUITY OR OTHERWISE.

Purchaser’s Default. . If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDYThis Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the obligations of Purchaser pursuant to Sections 5.1, AT LAW AND IN EQUITY5.3, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT9.1, 11.8 or 11.18 of this Agreement.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, Agreement or if Purchaser shall fail to make the additional deposit pursuant to Section 2.3(b) if the same becomes due and if such default is not cured within ten (10) days from written failure continues for two Business Days after the giving of notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)by Seller, then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for matters specifically surviving the termination of this Agreement, Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. SUBJECT TO SECTION 11.8, PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDYThis Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the obligations of Purchaser pursuant to Sections 5.1, AT LAW AND IN EQUITY5.3, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.9.1, 11.8 or 11.18 of this Agreement. 20 Section 10.3

Purchaser’s Default. If Subject to the sale contemplated hereby is not consummated because satisfaction (or waiver in writing) of a default by the conditions set forth in Section 5.1, if Purchaser materially defaults in its obligation to purchase the Property Properties subject to and in accordance with the terms of this Agreement, and if such default is not cured within ten the Deposit (10the “Liquidated Damages Amount”) days from written notice thereof from Seller shall promptly be paid to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement the Sellers by the Escrow Agent as set forth in Section 6.1 have been satisfied and Purchaser fails to provide liquidated damages for the Purchaser’s Deliveries default and as set forth the Sellers’ sole and exclusive remedy at law, in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its termsequity or otherwise for such default. THE AMOUNT PAID TO AND RETAINED BY SELLERS AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING PROVISION SHALL BE SELLERS’ SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY. THE PARTIES HERETO EXPRESSLY AGREE AND SELLER ACKNOWLEDGE THAT THE SELLERS’ ACTUAL DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE IMPRACTICABLE TO DETERMINE, ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT PLUS ANY INTEREST ACCRUED THEREON REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE REASONABLE ESTIMATE OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF CONTRARY CONTAINED IN THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SECTION 9.2, SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND LIMIT IN EQUITY, FOR ANY WAY PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT.

Purchaser’s Default. If In the event the sale contemplated hereby and purchase of the Property is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with under the terms of this Agreement, and if such default is not cured within ten (10) days from as specified in a written notice thereof from Seller to Purchaser (except from Sellers detailing the basis for such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied default, Sellers’ sole and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit exclusive remedy shall be paid to and retained by Seller retain the Deposit, as full liquidated damages; , and (c) Seller and Purchaser thereafter the parties hereto shall have no further rights or obligations to each otherhereunder whatsoever, except those for such rights or obligations that that, by the express terms hereof, survive a any termination hereof by its termsof this Agreement. PURCHASER IT IS HEREBY AGREED THAT, WITHOUT RESALE, SELLERS’ DAMAGES WILL BE DIFFICULT TO ASCERTAIN AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER DEPOSIT CONSTITUTES A REASONABLE FORECAST THEREOF AND IS INTENDED NOT AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. SELLERS AGREE THAT IN THE EVENT OF A BREACH DEFAULT BY PURCHASER, IT SHALL NOT INITIATE ANY PROCEEDING TO RECOVER DAMAGES FROM PURCHASER IN EXCESS OF THIS AGREEMENT BY THE DEPOSIT, AND PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE SHALL NOT INITIATE ANY PROCEEDING CHALLENGING SELLERS’ RIGHT TO DETERMINE, THAT RETAIN THE FULL AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACHLIQUIDATED DAMAGES. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR INITIALS: HR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.INITIALS: JSN

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIESPARTIEs’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. SUBJECT TO SECTION 11.8, PURCHASER AND SELLER AGREE THAT SELLER’S ’s RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S ’s SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit (including any Non-Refundable Amount) shall be paid to and retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDYThis Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the obligations of Purchaser pursuant to Sections 5.1, AT LAW AND IN EQUITY5.3, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT9.1, 11.8 or 11.18 of this Agreement.

Purchaser’s Default. If the sale transaction contemplated hereby is not consummated because shall fail to close as and when required as a result of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)default hereunder, then: (a) this Agreement shall automatically terminate; (b) , as Seller’s sole and exclusive remedy for such default, the Deposit shall be paid over to and retained by Seller as agreed and liquidated damages; damages and (c) not as a penalty, it being acknowledged by Buyer and Seller and that in such event Seller will suffer substantial damages but such damages are incapable of exact ascertainment. After payment to Seller of the Deposit, neither Seller nor Purchaser shall have no any further rights or obligations to each other, hereunder except for those obligations that designated to survive a termination hereof by under this Agreement. If subsequent to Closing Purchaser shall fail to comply with its termsobligation contained herein which survive Closing, Seller, in addition to any rights and remedies provided herein, shall be entitled to any and all remedies available at law or in equity. IF PURCHASER FAILS TO COMPLETE THE ACQUISITION OF THE PROPERTY AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF PURCHASER, IT IS AGREED THAT THE DEPOSIT SHALL BE NON-REFUNDABLE AND SELLER ACKNOWLEDGE SHALL BE ENTITLED TO SUCH DEPOSIT, WHICH AMOUNT SHALL BE ACCEPTED BY SELLER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY. IT IS AGREED THAT SAID AMOUNT CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671 ET SEQ. SELLER AND PURCHASER AGREE THAT IT WOULD BE DIFFICULT IMPRACTICAL OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT PRESENTLY PREDICT WHAT MONETARY DAMAGES SELLER WOULD SUFFER UPON PURCHASER'S FAILURE TO COMPLETE ITS ACQUISITION OF THE DEPOSIT REPRESENTS PROPERTY. PURCHASER DESIRES TO LIMIT THE PARTIES’ BEST MONETARY DAMAGES FOR WHICH IT MIGHT BE LIABLE HEREUNDER AND MOST ACCURATE ESTIMATE OF PURCHASER AND SELLER DESIRE TO AVOID THE COSTS AND DELAYS THEY WOULD INCUR IF A LAWSUIT WERE COMMENCED TO RECOVER DAMAGES THAT WOULD BE SUFFERED OR OTHERWISE ENFORCE THE SELLER’S RIGHTS. IF FURTHER INSTRUCTIONS ARE REQUIRED BY SELLER IF ESCROW HOLDER TO EFFECTUATE THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE TERMS OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PARAGRAPH, PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN EXECUTE THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE SAME. THE PROPERTY IN ACCORDANCE WITH THE TERMS OF PARTIES ACKNOWLEDGE THIS AGREEMENT.PROVISION BY PLACING THEIR INITIALS BELOW: Seller Purchaser

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in of its obligation to purchase deliver the Property in accordance with Purchase Price to Seller on the terms Closing Date and Seller has satisfied all of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all Purchaser’s conditions precedent to Purchaser’s obligations under this Agreement as set forth Closing and is not otherwise in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)default hereunder, then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Purchaser’s Default. If the sale contemplated hereby is not consummated because of Purchaser shall default hereunder (including, without limitation, a default hereunder based on a breach by Purchaser of Purchaser’s representations and warranties set forth in Section 11.2 that would prevent Purchaser from purchasing the Property in accordance with this Agreement) or shall fail or refuse to perform its obligation to purchase the Property in accordance with breach of the terms of this Agreement, and if such default is not cured within ten or breach shall continue for five (105) days from Business Days following receipt by Purchaser of written notice thereof from Seller (which five (5) Business Days shall, if necessary, automatically extend the Closing Date to Purchaser the expiration of such five (except such notice 5) Business Day period), Seller shall not be required where all conditions precedent entitled to Purchaserterminate this Agreement and retain the Downpayment, which retention thereof shall be Seller’s obligations sole and exclusive remedy under this Agreement as set forth Agreement, at law or in equity, for such breach or default to close the transaction contemplated under this Agreement, excepting, however, the Surviving Obligations which shall specifically survive such termination, and Seller’s right to bring an action to collect prevailing parties’ fees in accordance with Section 6.1 have been satisfied and Purchaser fails 31 below in connection with the any dispute relating to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) disposition of the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its termsDownpayment. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES PARTIES HAVE DISCUSSED THE POSSIBLE CONSEQUENCES TO SELLER IN THE EVENT THAT THE CLOSING FAILS TO OCCUR AS A RESULT OF A PURCHASER’S BREACH OR DEFAULT UNDER THIS AGREEMENT. THE PARTIES HAVE DETERMINED AND HEREBY AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES TO SELLER OCCURRING IN THE EVENT OF PURCHASER’S BREACH OR DEFAULT UNDER THIS AGREEMENT AND THE PARTIES, HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S MATERIAL DEFAULT HEREUNDER, HEREBY AGREE THAT A REASONABLE ESTIMATE OF SUCH DAMAGES IS AN AMOUNT EQUAL TO THE DOWNPAYMENT DEPOSITED WITH ESCROW AGENT, AND IN THE EVENT THIS TRANSACTION FAILS TO CLOSE DUE TO PURCHASER’S BREACH OR DEFAULT UNDER THIS AGREEMENT, SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE SAME AS FULLY AGREED LIQUIDATED DAMAGES. SELLER WAIVES ANY AND ALL RIGHT TO SEEK OTHER RIGHTS OR REMEDIES AGAINST PURCHASER, INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE. THE PAYMENT AND RETENTION OF THE DOWNPAYMENT DEPOSITED WITH ESCROW AGENT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. UPON ANY SUCH BREACH OR DEFAULT AND FAILURE TO CLOSE BY PURCHASER WOULD HEREUNDER, THIS AGREEMENT SHALL BE DIFFICULT TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR IMPOSSIBLE OBLIGATIONS HEREUNDER, EACH TO DETERMINETHE OTHER, THAT EXCEPT FOR THE AMOUNT RIGHT OF SELLER TO RETAIN SUCH DOWNPAYMENT. THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE PARTIES AGREE THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT TRANSACTION AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST MARKETPLACE AT THE TIME OF SUCH BREACH. PURCHASER HEREOF, THIS LIQUIDATED DAMAGES PROVISION IS REASONABLE AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENTTENNESSEE LAW.

Purchaser’s Default. If the sale transaction contemplated hereby is not consummated because shall fail to close as and when required as a result of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3)default hereunder, then: (a) this Agreement shall automatically terminate; (b) , as Xxxxxx’s sole and exclusive remedy for such default, the Deposit shall be paid over to and retained by Seller as agreed and liquidated damages; damages and (c) not as a penalty, it being acknowledged by Xxxxx and Seller and that in such event Seller will suffer substantial damages but such damages are incapable of exact ascertainment. After payment to Seller of the Deposit, neither Seller nor Purchaser shall have no any further rights or obligations to each other, hereunder except for those obligations that designated to survive a termination hereof by under this Agreement. If subsequent to Closing Purchaser shall fail to comply with its termsobligation contained herein which survive Closing, Seller, in addition to any rights and remedies provided herein, shall be entitled to any and all remedies available at law or in equity. IF PURCHASER FAILS TO COMPLETE THE ACQUISITION OF THE PROPERTY AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF PURCHASER, IT IS AGREED THAT THE DEPOSIT SHALL BE NON-REFUNDABLE AND SELLER ACKNOWLEDGE SHALL BE ENTITLED TO SUCH DEPOSIT, WHICH AMOUNT SHALL BE ACCEPTED BY SELLER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY. IT IS AGREED THAT SAID AMOUNT CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671 ET SEQ. XXXXXX AND PURCHASER AGREE THAT IT WOULD BE DIFFICULT IMPRACTICAL OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT PRESENTLY PREDICT WHAT MONETARY DAMAGES SELLER WOULD SUFFER UPON PURCHASER'S FAILURE TO COMPLETE ITS ACQUISITION OF THE DEPOSIT REPRESENTS PROPERTY. PURCHASER DESIRES TO LIMIT THE PARTIES’ BEST MONETARY DAMAGES FOR WHICH IT MIGHT BE LIABLE HEREUNDER AND MOST ACCURATE ESTIMATE OF PURCHASER AND SELLER DESIRE TO AVOID THE COSTS AND DELAYS THEY WOULD INCUR IF A LAWSUIT WERE COMMENCED TO RECOVER DAMAGES THAT WOULD BE SUFFERED OR OTHERWISE ENFORCE THE SELLER’S RIGHTS. IF FURTHER INSTRUCTIONS ARE REQUIRED BY SELLER IF ESCROW HOLDER TO EFFECTUATE THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE TERMS OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PARAGRAPH, PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN EXECUTE THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE SAME. THE PROPERTY IN ACCORDANCE WITH THE TERMS OF PARTIES ACKNOWLEDGE THIS AGREEMENT.PROVISION BY PLACING THEIR INITIALS BELOW: Seller Purchaser

Purchaser’s Default. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (except such notice shall not be required where all conditions precedent to Purchaser’s obligations under this Agreement as set forth in Section 6.1 have been satisfied and Purchaser fails to provide the Purchaser’s Deliveries as set forth in Section 8.3), then: (a) this Agreement shall automatically terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have no further obligations to each other, except those obligations that survive a termination hereof by its terms. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDYThis Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the obligations of Purchaser pursuant to Sections 5.1, AT LAW AND IN EQUITY5.3, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT9.1, 11.8 or 11.18 of this Agreement.