Common use of Seller’s Remedies; Liquidated Damages Clause in Contracts

Seller’s Remedies; Liquidated Damages. IF THIS TRANSACTION FAILS TO CLOSE BY REASON OF PURCHASER’S WRONGFUL FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, THE XXXXXXX MONEY SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES THE PARTIES HEREBY ACKNOWLEDGING THAT SELLER’S ACTUAL DAMAGES IN SUCH CIRCUMSTANCES WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE. SELLER EXPRESSLY ACKNOWLEDGES AND AGREES THAT RETENTION OF THE XXXXXXX MONEY AS PROVIDED FOR HEREIN SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF PURCHASER’S FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, AND SELLER SHALL HAVE NO RIGHT TO RECOVER OR CLAIM ACTUAL DAMAGES OR SPECIFIC PERFORMANCE. BY PLACING THEIR INITIALS HERE, PURCHASER: AND SELLER: AGREE THAT SELLER SHALL RETAIN THE AMOUNT OF THE XXXXXXX MONEY AS ITS LIQUATED DAMAGES, WHICH SHALL BE SELLER’S SOLE REMEDY IN THE EVENT OF A BREACH OR DEFAULT BY PURCHASER. IF THIS TRANSACTION FAILS TO CLOSE FOR ANY REASON OTHER THAN PURCHASER’S WRONGFUL FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, THE XXXXXXX MONEY SHALL PROMPTLY BE REFUNDED TO PURCHASER.

Seller’s Remedies; Liquidated Damages. IF THIS TRANSACTION IN THE EVENT BUYER FAILS TO CLOSE PERFORM ANY ACT REQUIRED TO BE PERFORMED BY REASON BUYER PURSUANT TO THIS AGREEMENT ON OR BEFORE THE CLOSING (PROVIDED SUCH FAILURE IS NOT DIRECTLY CAUSED BY OR THE DIRECT RESULT OF PURCHASERA SELLER DEFAULT), THEN, AS A CONDITION TO EXERCISE OF ANY REMEDY THEREFOR, SELLER WILL EXECUTE AND DELIVER TO BUYER WRITTEN NOTICE OF SUCH BREACH, WHICH NOTICE WILL SET FORTH COMPLETE INFORMATION ABOUT THE NATURE OF THE BREACH. BUYER WILL HAVE A PERIOD OF Two (2) BUSINESS DAYS AFTER RECEIPT OF SUCH NOTICE TO CURE SUCH BREACH AND THE CLOSING DATE WILL BE EXTENDED ACCORDINGLY TO PERMIT BUYER TO CURE SUCH BREACH, IF NECESSARY. NOTWITHSTANDING THE FOREGOING, NO SUCH NOTICE AND OPPORTUNITY TO CURE, OR EXTENSION OF CLOSING SHALL APPLY IN THE CASE OF A FAILURE BY BUYER TIMELY TO DELIVER ALL OF BUYER’S WRONGFUL DELIVERIES TO ESCROW AS CALLED FOR IN SECTION 9.2.2 OF THIS AGREEMENT (EXCEPT WHERE SUCH FAILURE IS DUE TO PERFORM ITS OBLIGATIONS DELAY ON THE PART OF LENDER OR SELLER). IF SUCH BREACH REMAINS UNCURED BEYOND THE PERIOD DESCRIBED ABOVE (OR IN THE EVENT OF A BREACH FOR FAILURE TIMELY TO DELIVER ALL OF BUYER’S DELIVERIES IF NOT DUE TO DELAY ON THE PART OF LENDER OR SELLER), THEN SELLER’S SOLE AND EXCLUSIVE REMEDY WILL BE THE RIGHT TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS SELLER’S SOLE AND EXCLUSIVE REMEDY THEREFOR. THE PARTIES AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUSTAINED BY SELLER IN THE EVENT OF BUYER’S DEFAULT HEREUNDER AND THAT, UNDER THE CIRCUMSTANCES EXISTING AND KNOWN AS OF THE DATE OF THIS AGREEMENT, THE XXXXXXX MONEY SHALL AMOUNT OF THE DEPOSIT (INCLUDING ANY ADDITIONS THERETO AS MAY BE RETAINED BY NEGOTIATED IN THE EVENT OF A MODIFICATION OR EXTENSION OF THIS AGREEMENT) REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES SELLER WILL INCUR IN SUCH EVENT. THE PARTIES ACKNOWLEDGE PAYMENT OF THE DEPOSIT TO SELLER IN THE EVENT OF BUYER’S DEFAULT IS NOT INTENDED AS A FORFEITURE OR PENALTY BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AS LIQUIDATED DAMAGES THE PARTIES HEREBY ACKNOWLEDGING THAT SELLER’S ACTUAL DAMAGES IN SUCH CIRCUMSTANCES WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE. SELLER EXPRESSLY ACKNOWLEDGES AND AGREES THAT RETENTION OF THE XXXXXXX MONEY AS PROVIDED FOR HEREIN SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF PURCHASERBUYER’S FAILURE DEFAULT HEREUNDER. PROVIDED, THE FOREGOING WILL NOT LIMIT ANY RIGHTS OF SELLER TO PERFORM ITS OBLIGATIONS HEREUNDERBE INDEMNIFIED BY BUYER PURSUANT TO ANY PROVISION OF THIS AGREEMENT REFERRING TO BUYER’S DUTY TO INDEMNIFY OR HOLD SELLER HARMLESS, AND NOR WILL ANYTHING IN THIS SECTION LIMIT, QUALIFY OR OTHERWISE AFFECT ANY RIGHT OR REMEDY OF SELLER SHALL HAVE NO RIGHT TO RECOVER OR CLAIM ACTUAL DAMAGES OR SPECIFIC PERFORMANCE. BY PLACING THEIR INITIALS HERE, PURCHASER: AND SELLER: AGREE THAT SELLER SHALL RETAIN THE AMOUNT OF THE XXXXXXX MONEY AS ITS LIQUATED DAMAGES, WHICH SHALL BE SELLER’S SOLE REMEDY IN THE EVENT OF A BREACH OF THIS AGREEMENT BY BUYER OCCURRING AFTER CLOSING, OR DEFAULT BY PURCHASERTHE RIGHT OF SELLER TO RECEIVE ATTORNEYS’ FEES AND COSTS, AS PROVIDED IN THIS AGREEMENT. IF THIS TRANSACTION FAILS THE PARTIES HAVE ENTERED THEIR INITIALS IN THE SPACE HERE PROVIDED TO CLOSE FOR ANY REASON OTHER THAN PURCHASER’S WRONGFUL FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDERFURTHER EVIDENCE THEIR READING, APPROVAL OF AND AGREEMENT WITH THE XXXXXXX MONEY SHALL PROMPTLY BE REFUNDED TO PURCHASER.FOREGOING STATEMENT. M.T.B. A.S.L. Buyer’s Initials Seller’s Initials

Seller’s Remedies; Liquidated Damages. IF THE TRANSACTION CONTEMPLATED HEREBY IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS TRANSACTION FAILS TO CLOSE AGREEMENT ON THE PART OF BUYER, AS SELLER’S SOLE AND EXCLUSIVE REMEDY BY REASON OF PURCHASERSUCH DEFAULT BY BUYER, THE AMOUNT OF THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE TRANSACTION CONTEMPLATED HEREBY IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, SELLER’S WRONGFUL FAILURE ACTUAL DAMAGES BY REASON OF SUCH DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO PERFORM DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES IN THE EVENT THE TRANSACTION CONTEMPLATED HEREBY IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 8.1, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, THE XXXXXXX MONEY SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES THE PARTIES HEREBY ACKNOWLEDGING THAT RECORDS A LIS PENDENS OR ENJOINS OR RESTRICTS SELLER’S ACTUAL DAMAGES IN SUCH CIRCUMSTANCES WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, ABILITY TO DETERMINE. SELLER EXPRESSLY ACKNOWLEDGES SELL AND AGREES THAT RETENTION TRANSFER THE PROPERTY OR REFUSES TO CONSENT TO OR INSTRUCT ESCROW HOLDER WITH REGARD TO THE RELEASE OF THE XXXXXXX MONEY AS PROVIDED FOR HEREIN SHALL BE SELLERDEPOSIT TO SELLER IF REQUIRED BY ESCROW HOLDER (EACH, A “BUYER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF PURCHASER’S FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDERACTION”), AND SELLER SHALL HAVE NO RIGHT NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 8.1 FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM ANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF ANY BUYER’S ACTION, BUT ONLY TO RECOVER OR CLAIM ACTUAL DAMAGES OR SPECIFIC PERFORMANCE. BY PLACING THEIR INITIALS HERE, PURCHASER: AND SELLER: AGREE THE EXTENT THAT SELLER SHALL RETAIN IS THE PREVAILING PARTY; AND THE AMOUNT OF THE XXXXXXX MONEY AS ITS LIQUATED DAMAGESANY SUCH FEES, WHICH COSTS AND EXPENSES AWARDED TO SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO LIMIT BUYER’S LIABILITY TO SELLER FOR DAMAGES OR INJUNCTIVE RELIEF FOR BREACH OF BUYER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT OR FOR ATTORNEYS’ FEES AND COSTS AS PROVIDED IN SECTION 9.8 BELOW. SELLER’S SOLE REMEDY IN THE EVENT OF A BREACH OR DEFAULT BY PURCHASER. IF THIS TRANSACTION FAILS TO CLOSE FOR ANY REASON OTHER THAN PURCHASERINITIALS BUYER’S WRONGFUL FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, THE XXXXXXX MONEY SHALL PROMPTLY BE REFUNDED TO PURCHASER.INITIALS

Seller’s Remedies; Liquidated Damages. IF THIS TRANSACTION FAILS BUYER AND SELLER AGREE THAT IN THE EVENT OF A DEFAULT OR BREACH HEREUNDER BY BUYER WHICH RESULTS IN THE FAILURE OF ESCROW TO CLOSE BY REASON OF PURCHASER’S WRONGFUL FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENTCLOSE, THE XXXXXXX MONEY DAMAGES TO SELLER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN. IN SUCH EVENT, THE PARTIES AGREE THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH DEFAULT OR BREACH. SAID AMOUNT SHALL BE RETAINED BY SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES THE PARTIES HEREBY ACKNOWLEDGING THAT SELLER’S ACTUAL DAMAGES IN TO SELLER FOR SUCH CIRCUMSTANCES WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE. SELLER EXPRESSLY ACKNOWLEDGES DEFAULT OR BREACH OF THIS AGREEMENT BY BUYER AND AGREES THAT RETENTION OF THE XXXXXXX MONEY AS PROVIDED FOR HEREIN SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF PURCHASER’S FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDERTHEREFOR. HOWEVER, AND SELLER THIS SECTION SHALL HAVE NO RIGHT TO RECOVER OR CLAIM ACTUAL DAMAGES OR SPECIFIC PERFORMANCE. BY PLACING THEIR INITIALS HERE, PURCHASER: AND SELLER: AGREE THAT SELLER SHALL RETAIN THE AMOUNT OF THE XXXXXXX MONEY AS ITS LIQUATED DAMAGES, WHICH SHALL BE NOT LIMIT SELLER’S SOLE REMEDY IN RIGHTS TO RECEIVE REIMBURSEMENT FOR ITS REASONABLE ATTORNEYS’ FEES OR WAIVE OR AFFECT SELLER’S INDEMNITY RIGHTS AND BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT (WHICH ARE NOT LIMITED BY THIS SECTION 9.2). THE EVENT PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A BREACH FORFEITURE OR DEFAULT BY PURCHASERPENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. IF THIS TRANSACTION FAILS TO CLOSE FOR ANY REASON OTHER THAN PURCHASER’S WRONGFUL FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, THE XXXXXXX MONEY SHALL PROMPTLY BE REFUNDED TO PURCHASER.____DD____ Initials of Buyer ____JAR_____ Initials of Owner Seller ____PCD_____ Initials of Lessee Seller

Seller’s Remedies; Liquidated Damages. IF THIS TRANSACTION BEFORE THE CLOSE OF ESCROW BUYER FAILS TO CLOSE COMPLY WITH OR PERFORM BUYER’S OBLIGATIONS UNDER THIS AGREEMENT AND (EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH 9.6) DOES NOT CURE SUCH FAILURE WITHIN TEN BUSINESS DAYS AFTER SELLER’S WRITTEN NOTICE OF SUCH FAILURE, THEN SELLER MAY THEREAFTER: (I) TERMINATE THIS AGREEMENT; (II) RECEIVE AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES IF SUCH DEFAULT OCCURS AFTER BUYER’S APPROVAL PERIOD; AND (III) EXERCISE THE OTHER RIGHTS AND REMEDIES RESERVED BY SELLER AS PROVIDED IN THIS PARAGRAPH. IN THE EVENT SELLER TERMINATES THIS AGREEMENT BY REASON OF PURCHASERBUYER’S WRONGFUL DEFAULT, BUYER AND SELLER SHALL BE RELIEVED OF ANY FURTHER OBLIGATION TO EACH OTHER WITH RESPECT TO THIS AGREEMENT AND THE PROPERTY EXCEPT FOR ANY OBLIGATIONS WHICH EXPRESSLY SURVIVE. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY BUYER AND SELLER: THAT SELLER WILL INCUR SUBSTANTIAL DAMAGES AS A RESULT OF ANY FAILURE BY BUYER TO COMPLY WITH OR PERFORM ITS BUYER’S OBLIGATIONS UNDER THIS AGREEMENT, ; THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO CALCULATE AND ASCERTAIN AS OF THE XXXXXXX MONEY SHALL EFFECTIVE DATE OF THIS AGREEMENT THE ACTUAL DAMAGES WHICH WOULD BE RETAINED SUFFERED IN SUCH EVENT BY SELLER; AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF THE EXTENT TO WHICH SELLER AS LIQUIDATED DAMAGES MAY BE DAMAGED BY BUYER’S DEFAULT IN LIGHT OF THE DIFFICULTY THE PARTIES HEREBY ACKNOWLEDGING THAT WOULD HAVE IN DETERMINING SELLER’S ACTUAL DAMAGES IN AS A RESULT OF SUCH CIRCUMSTANCES WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINEDEFAULT BY BUYER. SELLER EXPRESSLY ACKNOWLEDGES AND AGREES THAT RETENTION OF THE XXXXXXX MONEY AS PROVIDED FOR HEREIN SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF PURCHASERINITIALS BUYER’S FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, AND SELLER SHALL HAVE NO RIGHT TO RECOVER OR CLAIM ACTUAL DAMAGES OR SPECIFIC PERFORMANCE. BY PLACING THEIR INITIALS HERE, PURCHASER: AND SELLER: AGREE THAT SELLER SHALL RETAIN THE AMOUNT OF THE XXXXXXX MONEY AS ITS LIQUATED DAMAGES, WHICH SHALL BE SELLER’S SOLE REMEDY IN THE EVENT OF A BREACH OR DEFAULT BY PURCHASER. IF THIS TRANSACTION FAILS TO CLOSE FOR ANY REASON OTHER THAN PURCHASER’S WRONGFUL FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, THE XXXXXXX MONEY SHALL PROMPTLY BE REFUNDED TO PURCHASER.INITIALS

Seller’s Remedies; Liquidated Damages. IF THIS TRANSACTION IF, BEFORE THE CLOSE OF ESCROW, BUYER FAILS TO CLOSE COMPLY WITH OR PERFORM BUYER’S OBLIGATIONS UNDER THIS AGREEMENT AND (EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH 9.6) DOES NOT CURE SUCH FAILURE WITHIN SEVEN BUSINESS DAYS AFTER SELLER’S WRITTEN NOTICE OF SUCH FAILURE, THEN SELLER MAY THEREAFTER: (I) TERMINATE THIS AGREEMENT; (II) RECEIVE AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES IF SUCH DEFAULT OCCURS AFTER THE DUE DILIGENCE PERIOD; (III) REQUIRE BUYER TO ISSUE TO SELLER THE NEW BILLBOARD ENTITLEMENTS; AND (IV) EXERCISE THE OTHER RIGHTS AND REMEDIES RESERVED BY SELLER AS PROVIDED IN THIS PARAGRAPH. IN THE EVENT SELLER TERMINATES THIS AGREEMENT BY REASON OF PURCHASERBUYER’S WRONGFUL DEFAULT, BUYER AND SELLER SHALL BE RELIEVED OF ANY FURTHER OBLIGATION TO EACH OTHER WITH RESPECT TO THIS AGREEMENT AND THE PROPERTY EXCEPT FOR ANY OBLIGATIONS WHICH EXPRESSLY SURVIVE. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY BUYER AND SELLER: THAT SELLER WILL INCUR SUBSTANTIAL DAMAGES AS A RESULT OF ANY FAILURE BY BUYER TO COMPLY WITH OR PERFORM ITS BUYER’S OBLIGATIONS UNDER THIS AGREEMENT, ; THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO CALCULATE AND ASCERTAIN AS OF THE XXXXXXX MONEY SHALL EFFECTIVE DATE OF THIS AGREEMENT THE ACTUAL DAMAGES WHICH WOULD BE RETAINED SUFFERED IN SUCH EVENT BY SELLER; AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF THE EXTENT TO WHICH SELLER AS LIQUIDATED DAMAGES MAY BE DAMAGED BY BUYER’S DEFAULT IN LIGHT OF THE DIFFICULTY THE PARTIES HEREBY ACKNOWLEDGING THAT WOULD HAVE IN DETERMINING SELLER’S ACTUAL DAMAGES IN AS A RESULT OF SUCH CIRCUMSTANCES WOULD BE DIFFICULTDEFAULT BY BUYER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, IF BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. NOTWITHSTANDING THE FOREGOING, THE PARTIES AGREE THAT THIS SECTION 9.6.4(b) SHALL NOT IMPOSSIBLE, TO DETERMINE. SELLER EXPRESSLY ACKNOWLEDGES AND AGREES THAT RETENTION OF THE XXXXXXX MONEY AS PROVIDED FOR HEREIN SHALL BE LIMIT SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF PURCHASER’S FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, AND SELLER SHALL HAVE NO RIGHT TO COLLECT ITS ATTORNEYS’ FEES AND COSTS AS SET FORTH IN THIS AGREEMENT, OR TO RECOVER OR CLAIM ACTUAL DAMAGES OR SPECIFIC PERFORMANCEAGAINST BUYER PURSUANT TO BUYER’S INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT. BY PLACING THE PARTIES HAVE SET FORTH THEIR INITIALS HERE, PURCHASER: AND SELLER: AGREE THAT SELLER SHALL RETAIN BELOW TO INDICATE THEIR AGREEMENT WITH THE AMOUNT OF THE XXXXXXX MONEY AS ITS LIQUATED DAMAGES, WHICH SHALL BE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION 9.6.4(b). SELLER’S SOLE REMEDY IN THE EVENT OF A BREACH OR DEFAULT BY PURCHASER. IF THIS TRANSACTION FAILS TO CLOSE FOR ANY REASON OTHER THAN PURCHASERINITIALS BUYER’S WRONGFUL FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, THE XXXXXXX MONEY SHALL PROMPTLY BE REFUNDED TO PURCHASER.INITIALS

Seller’s Remedies; Liquidated Damages. IF THIS TRANSACTION FAILS TO CLOSE BY REASON OF PURCHASER’S WRONGFUL FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, THE XXXXXXX MONEY SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES THE PARTIES HEREBY ACKNOWLEDGING THAT SELLER’S ACTUAL DAMAGES IN SUCH CIRCUMSTANCES WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE. SELLER EXPRESSLY ACKNOWLEDGES AND AGREES THAT RETENTION OF THE XXXXXXX MONEY AS PROVIDED FOR HEREIN SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF PURCHASER’S FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, BUYER AND SELLER SHALL HAVE NO RIGHT TO RECOVER OR CLAIM ACTUAL DAMAGES OR SPECIFIC PERFORMANCE. BY PLACING THEIR INITIALS HERE, PURCHASER: AND SELLER: AGREE THAT SELLER SHALL RETAIN THE AMOUNT OF THE XXXXXXX MONEY AS ITS LIQUATED DAMAGES, WHICH SHALL BE SELLER’S SOLE REMEDY IN THE EVENT OF A MATERIAL DEFAULT OR BREACH HEREUNDER BY BUYER (INCLUDING, WITHOUT LIMITATION, ANY DEFAULT OR BREACH BY BUYER WHICH RESULTS IN THE FAILURE OF ESCROW TO CLOSE), THE DAMAGES TO SELLER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN, AND THAT THEREFORE, IN THE EVENT OF A MATERIAL DEFAULT OR BREACH HEREUNDER BY BUYER, WHETHER OCCURRING PRIOR TO OR AFTER END OF THE DUE DILIGENCE PERIOD, THE SUM OF THE DEPOSIT PLUS ALL INTEREST ACCRUED THEREON IS A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER, SUCH DAMAGES INCLUDING COSTS OF NEGOTIATING AND DRAFTING OF THIS AGREEMENT, COSTS OF COOPERATING IN SATISFYING CONDITIONS TO CLOSING, COSTS OF SEEKING ANOTHER BUYER UPON BUYER'S DEFAULT, OPPORTUNITY COSTS IN, AND CARRYING COST ASSOCIATED WITH, KEEPING THE PROPERTY OUT OF THE MARKETPLACE, AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. ACCORDINGLY, BUYER AND SELLER AGREE THAT RECEIPT AND RETENTION OF THE SPECIFIED SUM SHALL BE THE SOLE DAMAGES OF SELLER IN THE EVENT OF ANY BREACH OR DEFAULT BY PURCHASERBUYER HEREUNDER. IF THIS TRANSACTION FAILS TO CLOSE FOR ANY REASON OTHER THAN PURCHASER’S WRONGFUL FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, THE XXXXXXX MONEY SHALL PROMPTLY BE REFUNDED TO PURCHASER.Initials of Buyer: Initials of Seller: GHD MJM

Seller’s Remedies; Liquidated Damages. IF BUYER IS IN BREACH OF THIS TRANSACTION AGREEMENT AND THE CLOSE OF ESCROW FAILS TO CLOSE OCCUR BY REASON OF PURCHASER’S WRONGFUL FAILURE SUCH DEFAULT, THEN SELLER MAY ELECT TO PERFORM TERMINATE THIS AGREEMENT AND THE ESCROW (IN WHICH EVENT SELLER SHALL THEREUPON BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENTHEREUNDER AND THEREUNDER) BUYER AND SELLER AGREE THAT, BASED UPON THE XXXXXXX MONEY SHALL CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE RETAINED IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH SELLER'S DAMAGE BY REASON OF BUYER'S DEFAULT. ACCORDINGLY, BUYER AND XXXXXX AGREE THAT IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER "LIQUIDATED DAMAGES" EQUAL TO THE AMOUNT OF THE DEPOSIT. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THE FOREGOING AMOUNT IS REASONABLE AS LIQUIDATED DAMAGES THE PARTIES HEREBY ACKNOWLEDGING THAT SELLER’S ACTUAL DAMAGES IN SUCH CIRCUMSTANCES WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE. SELLER EXPRESSLY ACKNOWLEDGES AND AGREES THAT RETENTION OF THE XXXXXXX MONEY AS PROVIDED FOR HEREIN SHALL BE SELLER’S 'S SOLE AND EXCLUSIVE REMEDY IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW OR IN EQUITY, TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF BUYER'S DEFAULT AT OR PRIOR TO THE EVENT CLOSE OF PURCHASER’S ESCROW IN ANY COVENANT, REPRESENTATION OR WARRANT UNDER THIS AGREEMENT. ACCORDINGLY, IF BUYER COMMITS A DEFAULT IN ANY COVENANT, REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT AND THE CLOSE OF ESCROW FAILS TO OCCUR BY REASON OF SUCH DEFAULT, SELLER MAY ELECT TO TERMINATE THIS AGREEMENT AND THE ESCROW, WHEREUPON SELLER SHALL BE RELIEVED FROM ALL LIABILITY HEREUNDER AND THEREUNDER, AND ESCROW HOLDER SHALL (I) CANCEL THE ESCROW, AND (II) DISBURSE TO SELLER THE DEPOSIT (OR THE INITIAL DEPOSIT IN THE CIRCUMSTANCE WHERE BUYER'S DEFAULT IS ITS FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, MAKE THE ADDITIONAL DEPOSIT WHEN AND IF REQUIRED BY THE TERMS OF THIS AGREEMENT). SELLER SHALL AND BUYER ACKNOWLEDGE THAT THEY HAVE NO RIGHT TO RECOVER OR CLAIM ACTUAL DAMAGES OR SPECIFIC PERFORMANCE. READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH AND BY PLACING THEIR INITIALS HEREIMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. NOTWITHSTANDING THE FOREGOING, PURCHASER: AND SELLER: AGREE THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES AGAINST BUYER CONCERNING THE AMOUNT ENFORCEMENT OF BUYER'S OBLIGATIONS UNDER THE XXXXXXX MONEY AS ITS LIQUATED DAMAGESSURVIVING PROVISIONS UNDER THIS AGREEMENT, WHICH SHALL BE SELLER’S SOLE REMEDY IN INCLUDING THE EVENT OF A BREACH RIGHT TO SEEK INJUNCTIVE RELIEF, SPECIFIC PERFORMANCE AND/OR DEFAULT BY PURCHASERDAMAGES WITH RESPECT TO SUCH OBLIGATIONS. IF THIS TRANSACTION FAILS TO CLOSE FOR ANY REASON OTHER THAN PURCHASER’S WRONGFUL FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, THE XXXXXXX MONEY SHALL PROMPTLY BE REFUNDED TO PURCHASER.Seller's Initials Buyer's Initials /s/ DLH MAB /s/ RAB ----------- -------

Seller’s Remedies; Liquidated Damages. IF THIS TRANSACTION FAILS TO CLOSE BY REASON OF PURCHASER’S WRONGFUL FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, THE XXXXXXX MONEY SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES THE PARTIES HEREBY ACKNOWLEDGING THAT SELLER’S ACTUAL DAMAGES IN SUCH CIRCUMSTANCES WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE. SELLER EXPRESSLY ACKNOWLEDGES AND AGREES THAT RETENTION OF THE XXXXXXX MONEY AS PROVIDED FOR HEREIN SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF PURCHASER’S FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, BUYER AND SELLER SHALL HAVE NO RIGHT TO RECOVER OR CLAIM ACTUAL DAMAGES OR SPECIFIC PERFORMANCE. BY PLACING THEIR INITIALS HERE, PURCHASER: AND SELLER: AGREE THAT SELLER SHALL RETAIN THE AMOUNT OF THE XXXXXXX MONEY AS ITS LIQUATED DAMAGES, WHICH SHALL BE SELLER’S SOLE REMEDY IN THE EVENT OF A MATERIAL DEFAULT OR BREACH HEREUNDER BY BUYER WHICH RESULTS IN THE FAILURE OF THE TRANSACTION TO BE CONSUMMATED, WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. BUYER AND SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF THE NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER’S DEFAULT OR DEFAULT BY PURCHASER. IF THIS TRANSACTION FAILS BREACH HEREUNDER AND THE FAILURE OF ESCROW TO CLOSE IS AN AMOUNT OF MONEY EQUAL TO THE DEPOSIT WHICH SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 AND SHALL NOT CONSTITUTE FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE 3275 OR 3369. THIS SECTION 10.2 SHALL NOT LIMIT SELLER’S RIGHTS TO (I) SEEK ADDITIONAL REMEDIES IN THE EVENT THAT SUCH MATERIAL DEFAULT OR BREACH IS CAUSED BY THE FRAUD, WILLFUL OR INTENTIONAL MISCONDUCT OF BUYER OR (II) RECEIVE REIMBURSEMENT FOR ANY REASON ITS ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER THAN PURCHASER’S WRONGFUL FAILURE SECTIONS OF THIS AGREEMENT (WHICH ARE NOT LIMITED BY THIS SECTION 10.2). THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO PERFORM ITS OBLIGATIONS HEREUNDER, THE XXXXXXX MONEY SHALL PROMPTLY BE REFUNDED CONSTITUTE LIQUIDATED DAMAGES TO PURCHASER.SELLER. ____________________ ____________________ Seller’s Initials Buyer’s Initials

Seller’s Remedies; Liquidated Damages. IF BUYER IS IN BREACH OF THIS TRANSACTION AGREEMENT AND THE CLOSE OF ESCROW FAILS TO CLOSE OCCUR BY REASON OF PURCHASER’S WRONGFUL FAILURE SUCH DEFAULT, THEN SELLER MAY ELECT TO PERFORM TERMINATE THIS AGREEMENT AND THE ESCROW (IN WHICH EVENT SELLER SHALL THEREUPON BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENTHEREUNDER AND THEREUNDER). BUYER AND SELLER AGREE THAT, BASED UPON THE XXXXXXX MONEY SHALL CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE RETAINED IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH SELLER'S DAMAGE BY REASON OF BUYER'S DEFAULT. ACCORDINGLY, BUYER AND XXXXXX AGREE THAT IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER "LIQUIDATED DAMAGES" EQUAL TO THE AMOUNT OF THE DEPOSIT. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THE FOREGOING AMOUNT IS REASONABLE AS LIQUIDATED DAMAGES THE PARTIES HEREBY ACKNOWLEDGING THAT SELLER’S ACTUAL DAMAGES IN SUCH CIRCUMSTANCES WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE. SELLER EXPRESSLY ACKNOWLEDGES AND AGREES THAT RETENTION OF THE XXXXXXX MONEY AS PROVIDED FOR HEREIN SHALL BE SELLER’S 'S SOLE AND EXCLUSIVE REMEDY IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW OR IN EQUITY, TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF BUYER'S DEFAULT AT OR PRIOR TO THE EVENT CLOSE OF PURCHASER’S ESCROW IN ANY COVENANT, REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT. ACCORDINGLY, IF BUYER COMMITS A DEFAULT IN ANY COVENANT, REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT AND THE CLOSE OF ESCROW FAILS TO OCCUR BY REASON OF SUCH DEFAULT, SELLER MAY ELECT TO TERMINATE THIS AGREEMENT AND THE ESCROW, WHEREUPON SELLER SHALL BE RELIEVED FROM ALL LIABILITY HEREUNDER AND THEREUNDER, AND ESCROW HOLDER SHALL (I) CANCEL THE ESCROW, AND (II) DISBURSE TO SELLER THE DEPOSIT (OR THE INITIAL DEPOSIT IN THE CIRCUMSTANCE WHERE BUYER'S DEFAULT IS ITS FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, MAKE THE ADDITIONAL DEPOSIT WHEN AND IF REQUIRED BY THE TERMS OF THIS AGREEMENT). SELLER SHALL AND BUYER ACKNOWLEDGE THAT THEY HAVE NO RIGHT TO RECOVER OR CLAIM ACTUAL DAMAGES OR SPECIFIC PERFORMANCE. READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH AND BY PLACING THEIR INITIALS HEREIMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. NOTWITHSTANDING THE FOREGOING, PURCHASER: AND SELLER: AGREE THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES AGAINST BUYER CONCERNING THE AMOUNT ENFORCEMENT OF BUYER'S OBLIGATIONS UNDER THE XXXXXXX MONEY AS ITS LIQUATED DAMAGESSURVIVING PROVISIONS UNDER THIS AGREEMENT, WHICH SHALL BE SELLER’S SOLE REMEDY IN INCLUDING THE EVENT OF A BREACH RIGHT TO SEEK INJUNCTIVE RELIEF, SPECIFIC PERFORMANCE AND/OR DEFAULT BY PURCHASERDAMAGES WITH RESPECT TO SUCH OBLIGATIONS. IF THIS TRANSACTION FAILS TO CLOSE FOR ANY REASON OTHER THAN PURCHASER’S WRONGFUL FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, THE XXXXXXX MONEY SHALL PROMPTLY BE REFUNDED TO PURCHASER.Seller's Initials Buyer's Initials /s/ DLH MAB /s/ RAB ------------------------- -------------------------

Seller’s Remedies; Liquidated Damages. IF THIS TRANSACTION BEFORE THE CLOSE OF ESCROW BUYER FAILS TO CLOSE COMPLY WITH OR PERFORM BUYER’S OBLIGATIONS UNDER THIS AGREEMENT AND (EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH 9.6) DOES NOT CURE SUCH FAILURE WITHIN FIVE BUSINESS DAYS AFTER SELLER’S WRITTEN NOTICE OF SUCH FAILURE, THEN SELLER MAY THEREAFTER: (I) TERMINATE THIS AGREEMENT; (II) RECEIVE AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES IF SUCH DEFAULT OCCURS AFTER BUYER’S APPROVAL PERIOD; AND (III) EXERCISE THE OTHER RIGHTS AND REMEDIES RESERVED BY SELLER AS PROVIDED IN THIS PARAGRAPH. IN THE EVENT SELLER TERMINATES THIS AGREEMENT BY REASON OF PURCHASERBUYER’S WRONGFUL DEFAULT, UPON THE DISBURSEMENT OF THE DEPOSIT TO SELLER, BUYER AND SELLER SHALL BE RELIEVED OF ANY FURTHER OBLIGATION TO EACH OTHER WITH RESPECT TO THIS AGREEMENT AND THE PROPERTY EXCEPT FOR ANY OBLIGATIONS WHICH EXPRESSLY SURVIVE. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY BUYER AND SELLER: THAT SELLER WILL INCUR SUBSTANTIAL DAMAGES AS A RESULT OF ANY FAILURE BY BUYER TO COMPLY WITH OR PERFORM ITS BUYER’S OBLIGATIONS UNDER THIS AGREEMENT, ; THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO CALCULATE AND ASCERTAIN AS OF THE XXXXXXX MONEY SHALL EFFECTIVE DATE OF THIS AGREEMENT THE ACTUAL DAMAGES WHICH WOULD BE RETAINED SUFFERED IN SUCH EVENT BY SELLER; AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF THE EXTENT TO WHICH SELLER AS LIQUIDATED DAMAGES MAY BE DAMAGED BY BUYER’S DEFAULT IN LIGHT OF THE DIFFICULTY THE PARTIES HEREBY ACKNOWLEDGING THAT WOULD HAVE IN DETERMINING SELLER’S ACTUAL DAMAGES IN AS A RESULT OF SUCH CIRCUMSTANCES WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINEDEFAULT BY BUYER. SELLER EXPRESSLY ACKNOWLEDGES AND AGREES THAT RETENTION OF THE XXXXXXX MONEY AS PROVIDED FOR HEREIN SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF PURCHASERINITIALS BUYER’S FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, AND SELLER SHALL HAVE NO RIGHT TO RECOVER OR CLAIM ACTUAL DAMAGES OR SPECIFIC PERFORMANCE. BY PLACING THEIR INITIALS HERE, PURCHASER: AND SELLER: AGREE THAT SELLER SHALL RETAIN THE AMOUNT OF THE XXXXXXX MONEY AS ITS LIQUATED DAMAGES, WHICH SHALL BE SELLER’S SOLE REMEDY IN THE EVENT OF A BREACH OR DEFAULT BY PURCHASER. IF THIS TRANSACTION FAILS TO CLOSE FOR ANY REASON OTHER THAN PURCHASER’S WRONGFUL FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, THE XXXXXXX MONEY SHALL PROMPTLY BE REFUNDED TO PURCHASER.INITIALS