Common use of Purchaser’s Pre-Closing Default; Sellers’ Pre-Closing Remedies Clause in Contracts

Purchaser’s Pre-Closing Default; Sellers’ Pre-Closing Remedies. If Purchaser breaches its obligations under this Agreement prior to the Closing in any material respect and such breach has not been cured within 30 days after written notice thereof from Sellers (provided that the parties agree and acknowledge that if such 30-day period would exceed the Closing Date, at its option, Purchaser may extend the Closing Date for the period required to effect such cure, but not beyond the date which is 30 days after Sellers’ foregoing written notice), then, as Sellers’ sole and exclusive remedy hereunder, Sellers shall have the right to terminate this Agreement in its entirety by giving Purchaser written notice of such election prior to or at the Closing, whereupon the Deposit (or balance thereof) then held by Escrowee shall be forfeited to Sellers as liquidated damages (to be allocated amongst them in the same manner as the Purchase Price would have been allocated if the Closing had occurred), it being agreed between the parties hereto that the actual damages to Sellers in such event are impractical to ascertain and the amount of the forfeited Deposit is a reasonable estimate thereof and shall be and constitute valid liquidated damages. If Sellers terminate this Agreement pursuant to this Section 7.2.1, this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement (other than rights and obligations which expressly survive the termination of this Agreement). SELLERS’ INITIALS _/s/ CE________ PURCHASER’S INITIALS _/s/ JM______

Purchaser’s Pre-Closing Default; Sellers’ Pre-Closing Remedies. If Purchaser breaches fails to perform its obligations under in accordance with the terms of this Agreement prior to the Closing in any material respect and such breach failure has not been cured within 30 thirty (30) days after of written notice thereof from Sellers (provided that the parties agree and acknowledge that if such 30-day period would exceed but in any event, no later than the Closing Date, at its option, Purchaser may extend the Closing Date for the period required to effect such cure, but not beyond the date which is 30 days after Sellers’ foregoing written notice), then, as Sellers’ sole and exclusive remedy hereunder, Sellers shall have the right to terminate this Agreement in its entirety at any time by giving Purchaser delivering written notice of such election prior to or at the ClosingPurchaser, whereupon the Deposit (or balance thereof) then held by Escrowee Xxxxxxx Money shall be forfeited to Sellers as liquidated damages (to be allocated amongst them in the same manner as the Purchase Price would have been allocated if the Closing had occurred), it being agreed between the parties hereto that the actual damages to Sellers in such event are impractical to ascertain and the amount of the forfeited Deposit Xxxxxxx Money is a reasonable estimate thereof and shall be and constitute valid liquidated damages. If Sellers terminate this Agreement pursuant to this Section 7.2.1, this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement (other than rights and obligations which expressly survive the termination of this Agreement)) and Sellers shall be entitled to retain the entire Xxxxxxx Money on deposit with Escrowee. SELLERS’ INITIALS _/s/ CE________ PURCHASER’S INITIALS _/s/ JM______INITIALS

Purchaser’s Pre-Closing Default; Sellers’ Pre-Closing Remedies. If Purchaser breaches its obligations under this Agreement prior to the either Closing in any material respect and such breach has not been cured within 30 days after written notice thereof from Sellers (provided that the parties agree and acknowledge that if such 30-day period would exceed the applicable Closing Date, at its option, Purchaser may extend the applicable Closing Date for the period required to effect such cure, but not beyond the date which is 30 days after Sellers’ foregoing written notice), then, as Sellers’ sole and exclusive remedy hereunder, Sellers shall have the right to terminate this Agreement in its entirety by giving Purchaser written notice of such election prior to or at the Closingapplicable Closing (but for the avoidance of doubt, if a Closing has already occurred, such Closing and the provisions of this Agreement with respect thereto shall not be affected by such termination), whereupon the Deposit (or balance thereof) then held by Escrowee shall be forfeited to Sellers as liquidated damages (to be allocated amongst them in the same manner as the applicable Purchase Price would have been allocated if the Closing had occurred), it being agreed between the parties hereto that the actual damages to Sellers in such event are impractical to ascertain and the amount of the forfeited Deposit is a reasonable estimate thereof and shall be and constitute valid liquidated damages. If Sellers terminate this Agreement pursuant to this Section 7.2.1, this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement (other than rights and obligations which expressly survive the termination of this Agreement). SELLERS’ INITIALS _/s/ CE________ PURCHASER’S INITIALS _/s/ JM______INITIALS

Purchaser’s Pre-Closing Default; Sellers’ Pre-Closing Remedies. If Purchaser breaches fails to perform its obligations under in accordance with the terms of this Agreement prior to the Closing in any material respect and such breach failure has not been cured within 30 thirty (30) days after of written notice thereof from Sellers (provided that the parties agree and acknowledge that if such 30-day period would exceed but in any event, no later than the Closing Date, at its option, Purchaser may extend the Closing Date for the period required to effect such cure, but not beyond the date which is 30 days after Sellers’ foregoing written notice), then, as Sellers’ sole and exclusive remedy hereunder, Sellers shall have the right to terminate this Agreement in its entirety at any time by giving Purchaser delivering written notice of such election prior to or at the ClosingPurchaser, whereupon the Deposit (or balance thereof) then held by Escrowee Xxxxxxx Money shall be forfeited to Sellers as liquidated damages (to be allocated amongst them in the same manner as the Purchase Price would have been allocated if the Closing had occurred), it being agreed between the parties hereto that the actual damages to Sellers in such event are impractical to ascertain and the amount of the forfeited Deposit Xxxxxxx Money is a reasonable estimate thereof and shall be and constitute valid liquidated damages. If Sellers terminate this Agreement pursuant to this Section 7.2.1, this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement (other than rights and obligations which expressly survive the termination of this Agreement)) and Sellers shall be entitled to retain the entire Xxxxxxx Money on deposit with Escrowee. SELLERS’ INITIALS _/s/ CEG.F.________ PURCHASER’S INITIALS _/s/ JMW.K._______

Purchaser’s Pre-Closing Default; Sellers’ Pre-Closing Remedies. If Purchaser breaches fails to perform its obligations under in accordance with the terms of this Agreement prior to the Closing in any material respect and such breach failure has not been cured within 30 thirty (30) days after of written notice thereof from Sellers (provided that the parties agree and acknowledge that if such 30-day period would exceed but in any event, no later than the Closing Date, at its option, Purchaser may extend the Closing Date for the period required to effect such cure, but not beyond the date which is 30 days after Sellers’ foregoing written notice), then, as Sellers’ sole and exclusive remedy hereunder, Sellers shall have the right to terminate this Agreement in its entirety at any time by giving Purchaser delivering written notice of such election prior to or at the ClosingPurchaser, whereupon the Deposit (or balance thereof) then held by Escrowee Exxxxxx Money shall be forfeited to Sellers as liquidated damages (to be allocated amongst them in the same manner as the Purchase Price would have been allocated if the Closing had occurred), it being agreed between the parties hereto that the actual damages to Sellers in such event are impractical to ascertain and the amount of the forfeited Deposit Exxxxxx Money is a reasonable estimate thereof and shall be and constitute valid liquidated damages. If Sellers terminate this Agreement pursuant to this Section 7.2.1, this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement (other than rights and obligations which expressly survive the termination of this Agreement)) and Sellers shall be entitled to retain the entire Exxxxxx Money on deposit with Escrowee. SELLERS’ INITIALS _/s/ CE________ PURCHASER’S INITIALS _/s/ JM________

Purchaser’s Pre-Closing Default; Sellers’ Pre-Closing Remedies. If Purchaser breaches its obligations under this Agreement prior to the either Closing in any material respect and such breach has not been cured within 30 days after written notice thereof from Sellers (provided that the parties agree and acknowledge that if such 30-day period would exceed the applicable Closing Date, at its option, Purchaser may extend the applicable Closing Date for the period required to effect such cure, but not beyond the date which is 30 days after Sellers’ foregoing written notice), then, as Sellers’ sole and exclusive remedy hereunder, Sellers shall have the right to terminate this Agreement in its entirety by giving Purchaser written notice of such election prior to or at the Closingapplicable Closing (but for the avoidance of doubt, if a Closing has already occurred, such Closing and the provisions of this Agreement with respect thereto shall not be affected by such termination), whereupon the Deposit (or balance thereof) then held by Escrowee shall be forfeited to Sellers as liquidated damages (to be allocated amongst them in the same manner as the applicable Purchase Price would have been allocated if the Closing had occurred), it being agreed between the parties hereto that the actual damages to Sellers in such event are impractical to ascertain and the amount of the forfeited Deposit is a reasonable estimate thereof and shall be and constitute valid liquidated damages. If Sellers terminate this Agreement pursuant to this Section 7.2.1, this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement (other than rights and obligations which expressly survive the termination of this Agreement). SELLERS’ INITIALS _/s/ CE________ PURCHASER’S INITIALS _/s/ JM______

Purchaser’s Pre-Closing Default; Sellers’ Pre-Closing Remedies. If Purchaser breaches its obligations under this Agreement prior to the Closing in any material respect and such breach has not been cured within 30 days after written notice thereof from Sellers (provided that the parties agree and acknowledge that if such 30-day period would exceed the Closing Date, at its option, Purchaser may extend the Closing Date for the period required to effect such cure, but not beyond the date which is 30 days after Sellers’ foregoing written notice), then, as Sellers’ sole and exclusive remedy hereunder, Sellers shall have the right to terminate this Agreement in its entirety by giving Purchaser written notice of such election prior to or at the Closing, whereupon the Deposit (or balance thereof) then held by Escrowee shall be forfeited to Sellers as liquidated damages (to be allocated amongst them in the same manner as the Purchase Price would have been allocated if the Closing had occurred), it being agreed between the parties hereto that the actual damages to Sellers in such event are impractical to ascertain and the amount of the forfeited Deposit is a reasonable estimate thereof and shall be and constitute valid liquidated damages. If Sellers terminate this Agreement pursuant to this Section 7.2.1, this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement (other than rights and obligations which expressly survive the termination of this Agreement). SELLERS’ INITIALS _/s/ CE________ PURCHASER’S INITIALS _/s/ JM______INITIALS