Common use of Seller’s Remedies Clause in Contracts

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement for any reason except failure by Seller to perform hereunder, and in each case such default is not cured by the earlier of the fifth (5th) day after written notice thereof from Seller or the Closing Date (except no notice shall be required if Purchaser fails to close on the Closing Date), then Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement and recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default in its obligation to consummate the purchase of the Property pursuant to the terms and conditions of this Agreement are difficult, if not impossible, to determine and the Xxxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. In all other events Seller’s remedies shall be limited to those described in Sections 4.8, 8.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoing, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive Closing or a termination of this Agreement, Seller shall have all of its remedies at law and in equity on account of such default. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF THE 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 THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property perform its obligations pursuant to this Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder, and in each case such default is not cured by the earlier of the fifth (5th) day after written notice thereof from Seller or the Closing Date (except no notice shall be required if Purchaser fails to close on the Closing Date), then Seller shall be entitled, as its sole remedy (except as provided in Sections 4.9, 10.6, 12.3 and exclusive remedy12.4 hereof), to terminate this Agreement and recover the Xxxxxxx Money Earnxxx Xxxey as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s 's damages resulting from Purchaser’s 's default in its obligation to consummate the purchase of the Property pursuant to the terms and conditions of this Agreement are difficult, if not impossible, to determine and the Xxxxxxx Money Earnxxx Xxxey is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. In all other events Seller’s remedies shall be limited Notwithstanding anything in this Section 12.1 to those described in Sections 4.8, 8.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoingcontrary, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive Closing Purchaser's default or a termination of this Agreement, Seller shall have all of its remedies available at law and or in equity on account of such defaultin the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would delay or prevent Seller from having clear, indefeasible and marketable title to the Property. In all other events Seller's remedies shall be limited to those described in this Section 12.1 and Sections 4.9, 10.6, 12.3 and 12.4 hereof. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF THE 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 THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, TexasSeller's Initials Purchaser's Initials ------------ -------------

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement for any reason except failure by Seller to perform hereunder, and in each case such default is not cured by the earlier of the fifth (5th) day after written notice thereof from Seller or the Closing Date (except no notice shall be required if Purchaser fails to close on the Closing Date), then Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement and recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default in its obligation to consummate the purchase of the Property pursuant to the terms and conditions of this Agreement are difficult, if not impossible, to determine and the Xxxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. In all other events Seller’s remedies shall be limited to those described in Sections 4.8, 8.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoing, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive Closing or a termination of this Agreement, Seller shall have all of its remedies at law and in equity on account of such default. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF THE 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 THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas.

Seller’s Remedies. If Purchaser and Seller acknowledge that it would be extremely impractical and difficult to ascertain the actual damages which would be suffered by Seller if Purchaser fails to consummate the purchase and sale contemplated herein for any reason other than Seller’s default hereunder in any material respect or the failure of a condition precedent to Purchaser’s obligation to close hereunder. Purchaser and Seller have considered carefully the expenses of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, which Purchaser and Seller realize and recognize Seller will sustain but which Seller cannot at this time calculate with absolute certainty. Based on all those considerations, Purchaser and Seller have agreed that the damage to Seller in such event would reasonably be expected to be equal to the sum of the Deposit. Accordingly, if Purchaser fails to consummate the purchase of the Property pursuant to this Agreement for any reason except failure by Seller to perform hereunder, and in each case such default is not cured by the earlier of the fifth (5th) day after written notice thereof from Seller or the Closing Date (except no notice shall be required if Purchaser fails to close on the Closing Date), then Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement and recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default in its obligation to consummate the purchase of the Property pursuant to accordance with the terms and conditions of this Agreement are difficultsolely as a result of a default by Purchaser, if not impossible, to determine and the Xxxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. In all other events Seller’s remedies shall be limited to those described in Sections 4.8, 8.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoing, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive Closing or a termination of this Agreement, then (i) Seller shall have all the right to retain the entire Deposit as full and complete liquidated damages, and (ii) the ROFO Agreement shall terminate and thereafter be of its remedies at law and in equity on account of such defaultno force or effect. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT (A) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE 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 DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT, AND (B) THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE PROPERTYMEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, WHETHER BASED ON CONTRACTBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, COMMON LAW, STATUTE, EQUITY OR OTHERWISE1676 AND 1677. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, TexasSeller: Purchaser:

Seller’s Remedies. If Purchaser and Seller acknowledge that it would be extremely impractical and difficult to ascertain the actual damages which would be suffered by Seller if Purchaser fails to consummate the purchase and sale contemplated herein for any reason other than Seller's default hereunder in any material respect or the failure of condition precedent to Purchaser's obligation to close hereunder. Purchaser and Seller have considered carefully, the expenses of Seller incurred in connection with the preparation of this Agreement and Seller's performance hereunder, and the other damages, general and special, which Purchaser and Seller realize and recognize Seller will sustain but which Seller cannot at this time calculate with absolute certainty. Based on all those considerations, Purchaser and Seller have agreed that the damage to Seller in such event would reasonably be expected to be equal to the sum of Four Million Dollars ($4,000,000). Accordingly, if Purchaser fails to consummate the purchase of the Property pursuant to in accordance with the terms of this Agreement for any reason except failure solely as a result of a default by Seller to perform hereunder, and in each case such default is not cured by the earlier of the fifth (5th) day after written notice thereof from Seller or the Closing Date (except no notice shall be required if Purchaser fails to close on the Closing Date)Purchaser, then Seller shall be entitled, have the right to recover Four Million Dollars ($4,000,000) as its sole full and exclusive remedy, to terminate this Agreement and recover the Xxxxxxx Money as complete liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunderdamages. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default in its obligation to consummate the purchase of the Property pursuant to the terms and conditions of this Agreement are difficult, if not impossible, to determine and the Xxxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. In all other events Seller’s remedies shall be limited to those described in Sections 4.8, 8.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoing, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive Closing or a termination of this Agreement, Seller shall have all of its remedies at law and in equity on account of such default. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT (A) PURCHASER SEEKS TO LIMIT ITS LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO UNDER THIS AGREEMENT TO THE AMOUNT OF FOUR MILLION DOLLARS IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT, AND (B) THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE PROPERTYMEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, WHETHER BASED ON CONTRACTBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, COMMON LAW, STATUTE, EQUITY OR OTHERWISE1676 AND 1677. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, TexasSELLER: __________ PURCHASER: ___________

Seller’s Remedies. If Purchaser fails to consummate If, after Buyer delivers the purchase Notice of the Property pursuant to this Agreement for any reason except failure by Seller to perform hereunderSuitability, and in each case such default is not cured by the earlier of the fifth (5th) day after written notice thereof from Seller or the Closing Date (except no notice shall be required if Purchaser Escrow fails to close on solely as a result of Buyer's default of any term of this Agreement, which default continues after the Closing Date)expiration of any applicable notice and cure period specified in ARTICLE 7, then and provided Seller is not in default of any of its obligations hereunder, Seller shall be entitled, as its Seller's sole and exclusive remedy, to elect (i) without waiving any other remedies or rights, to waive the contractual obligations of Buyer in writing or extend the time for performance by such period of time as may be mutually agreed upon in writing by the parties hereto; or (ii) to terminate this Agreement and recover retain the Xxxxxxx Money Deposit then in Escrow as liquidated damages for such default and not as a penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default in its the parties hereto shall have no further obligation to consummate the purchase of the Property pursuant to the terms and conditions of this Agreement are difficult, if not impossible, to determine and the Xxxxxxx Money is a fair estimate of each other except for those damages which has been agreed to in an effort to cause the amount of such damages to be certain. In all other events Seller’s remedies shall be limited to those described in Sections 4.8, 8.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoingIF SELLER ELECTS THE REMEDY SET FORTH IN CLAUSE (ii) ABOVE, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive Closing or a termination of this AgreementSELLER WILL BE DAMAGED AND WILL BE ENTITLED TO COMPENSATION FOR THOSE DAMAGES. SUCH DAMAGES WILL, Seller shall have all of its remedies at law and in equity on account of such default. HOWEVER, BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN FOR THE FOLLOWING REASONS: (A) THE DAMAGES TO WHICH SELLER WOULD BE ENTITLED IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT A COURT OF LAW WILL BE BASED IN PART ON THE DIFFERENCE BETWEEN THE ACTUAL VALUE OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY PROPERTY AT THE TIME SET FOR ANY CLAIM, CAUSE THE CLOSE OF ACTION OR OTHER LIABILITY ARISING OUT ESCROW AND THE PURCHASE PRICE AS SET FORTH IN THIS AGREEMENT; (B) PROOF OF OR RELATING TO THIS AGREEMENT OR THE AMOUNT OF SUCH DAMAGES WILL BE BASED ON OPINIONS OF VALUE OF THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, TexasWHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND

Seller’s Remedies. If If, for any reason whatsoever (other than the failure of a condition set forth in Section 3.1 and other than a termination of this Agreement pursuant to Section 3.1.6, Section 5.3, Section 10.2, Section 11.21.20 or Article XII), Purchaser fails to consummate complete the purchase acquisition of the Property pursuant when it is obligated to do so under the terms of this Agreement for any reason except failure by Seller to perform hereunderAgreement, and in each case such default is not cured by the earlier of the fifth (5th) day after written notice thereof from Seller or the Closing Date (except no notice Purchaser shall be required if Purchaser fails to close on the Closing Date), then in breach of its obligations hereunder and Seller shall be entitledreleased from any further obligations hereunder and Seller shall, as its sole and exclusive remedy, to terminate this Agreement and recover receive the Xxxxxxx Money Deposit as liquidated damages and not as penaltydamages. BY INITIALING BELOW, in full satisfaction of claims against Purchaser hereunderPURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. Seller and Purchaser agree that PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 10.1, IF PURCHASER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S ABILITY TO SELL AND TRANSFER THE PROPERTY OR REFUSES TO CONSENT TO OR INSTRUCT RELEASE OF THE DEPOSIT TO SELLER IF REQUIRED BY ESCROW AGENT (EACH A “PURCHASER’S ACTION”), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 10.1 FROM BRINGING AN ACTION AGAINST PURCHASER 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 PURCHASER’S ACTION BUT ONLY TO THE EXTENT THAT SELLER IS THE PREVAILING PARTY; AND THE AMOUNT OF ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. NOTHING IN THIS AGREEMENT SHALL, HOWEVER, BE DEEMED TO LIMIT PURCHASER’S LIABILITY TO SELLER FOR DAMAGES OR INJUNCTIVE RELIEF FOR BREACH OF PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 5.2.5 ABOVE OR FOR ATTORNEYS’ FEES AND COSTS AS PROVIDED IN SECTION 16.5 BELOW. /s/ authorized signatory /s/ authorized signatory Seller’s damages resulting from Initials Purchaser’s default in its obligation to consummate the purchase of the Property pursuant to the terms and conditions of this Agreement are difficult, if not impossible, to determine and the Xxxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. In all other events Seller’s remedies shall be limited to those described in Sections 4.8, 8.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoing, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive Closing or a termination of this Agreement, Seller shall have all of its remedies at law and in equity on account of such default. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF THE 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 THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, TexasInitials

Seller’s Remedies. If Prior to entering into this transaction, Purchaser fails to consummate and Seller have discussed the purchase of the Property pursuant to this Agreement for any reason except failure fact that substantial damages will be suffered by Seller if Purchaser shall fail to perform hereunder, and in each case such default is not cured by the earlier of the fifth (5th) day after written notice thereof from Seller or the Closing Date (except no notice shall be required if Purchaser fails to close on the Closing Date), then Seller shall be entitled, as its sole and exclusive remedy, to terminate obligations under this Agreement and recover such failure is not caused by (i) a default by Seller under this Agreement, (ii) the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction failure of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from any condition precedent to Purchaser’s default in its obligation to consummate the purchase of the Property pursuant to the terms and conditions obligations under this Agreement, or (iii) Purchaser’s termination of this Agreement are difficultin accordance with its terms. Due to the fluctuation in land values, the unpredictable state of the economy and of governmental regulations, the fluctuating money market for real estate loans of all types, and other factors which directly affect the value and marketability of the Property, the parties recognize that it would be extremely difficult and impracticable, if not impossible, to determine and the Xxxxxxx Money is a fair estimate ascertain with any degree of those damages which has been agreed to in an effort to cause certainty the amount of damages which would be suffered by Seller in the event of Purchaser’s failure to perform its obligation to purchase the Property under this Agreement. Accordingly, the parties agree that a reasonable estimate of Seller’s damages in such damages event is the amount of the Exxxxxx Money, and if Purchaser defaults in any material respect in performing the obligation to purchase the Property under this Agreement to close, including, but not limited to, its obligations under Section 5.4(b), then Seller, as its sole remedy therefor, after delivery of written notice to Purchaser of such failure and the expiration of a five (5) business day cure period from delivery of such notice, shall be entitled to immediately terminate this Agreement by giving Purchaser written notice to such effect, and receive and retain the Exxxxxx Money as liquidated damages, whereafter the parties shall have no further rights or liabilities under this Agreement, except that (i) Purchaser shall pay the expenses of escrow, and (ii) each party shall continue to be certainobligated under the Surviving Obligations. In Upon the occurrence of a Purchaser default entitling Seller to receive and retain the Exxxxxx Money as liquidated damages and following the proper termination of the Agreement by Seller pursuant to this Section 6.1, Purchaser hereby waives and releases all other events rights to purchase the Property and upon demand from Seller’s remedies , Purchaser agrees to evidence such waiver and release in written form satisfactory to Seller, which obligation shall be limited to those described in Sections 4.8, 8.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive the termination of this Agreement. Notwithstanding the foregoing, in (i) this provision will not waive or affect Seller’s rights and Purchaser’s indemnity obligations under the event Purchaser defaults in any other sections of its post-closing obligations or any obligations that this Agreement which survive Closing or a termination of this Agreement, and (ii) Seller shall have all the right to bring an action for damages against Purchaser for Purchaser’s breach of its remedies at law and in equity on account covenants or obligations under the immediately preceding sentence. The preceding sentence shall survive the termination of such default. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF THE 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 THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texasthis Agreement.

Seller’s Remedies. If If, for any reason whatsoever (other than the failure of a condition set forth in Section 3.1 and other than a termination of this Agreement pursuant to Section 5.3, Section 10.2 or Article XII), Purchaser fails to consummate complete the purchase of the Property pursuant to this Agreement for any reason except failure by Seller to perform hereunderacquisition as herein provided, and in each case such default is not cured by the earlier of the fifth (5th) day after written notice thereof from Seller or the Closing Date (except no notice Purchaser shall be required if Purchaser fails to close on the Closing Date), then in breach of its obligations hereunder and Seller shall be entitled, as its sole and exclusive remedy, entitled to terminate this Agreement in its entirety by delivering notice to Purchaser and recover retain the Xxxxxxx Money Deposit as liquidated damages and not as penaltydamages, in full satisfaction of claims against Purchaser which event Seller shall also be released from any further obligations hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default in its obligation to consummate the purchase of the Property pursuant to the terms and conditions of this Agreement are difficultPURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, if not impossible, to determine and the Xxxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. In all other events Seller’s remedies shall be limited to those described in Sections 4.8, 8.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoing, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive Closing or a termination of this Agreement, Seller shall have all of its remedies at law and in equity on account of such default. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT THAT THE AMOUNT OF THE FOREGOINGDEPOSIT IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 10.1, IF PURCHASER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S ABILITY TO SELL AND TRANSFER THE PROPERTY OR REFUSES TO CONSENT TO OR INSTRUCT RELEASE OF THE DEPOSIT TO SELLER IF REQUIRED BY ESCROW AGENT (EACH A “PURCHASER’S ACTION”), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 10.1 FROM BRINGING AN ACTION AGAINST PURCHASER SEEKING EXPUNGEMENT OR RELIEF FROM ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIMIMPROPERLY FILED LIS PENDENS, CAUSE OF ACTION INJUNCTION OR OTHER LIABILITY ARISING OUT RESTRAINT, AND/OR RECOVERING FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF OR RELATING ANY PURCHASER’S ACTION BUT ONLY TO THE EXTENT THAT SELLER IS THE PREVAILING PARTY; AND THE AMOUNT OF ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. NOTHING IN THIS AGREEMENT SHALL, HOWEVER, BE DEEMED TO LIMIT PURCHASER’S LIABILITY TO SELLER FOR DAMAGES OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY INJUNCTIVE RELIEF FOR BREACH OF PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTIONS 5.2.5 AND 16.23 BELOW OR OTHERWISE. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, TexasFOR ATTORNEYS’ FEES AND COSTS AS PROVIDED IN SECTION 16.5 BELOW.

Seller’s Remedies. If Purchaser and Seller acknowledge that it would be extremely impractical and difficult to ascertain the actual damages which would be suffered by Seller if Purchaser fails to consummate the purchase of the Property pursuant to this Agreement and sale contemplated herein for any reason except other than Seller's default hereunder in any material respect or the failure of condition precedent to Purchaser's obligation to close hereunder. Purchaser and Seller have considered carefully the loss to Seller occasioned by taking the Properties off the market as a consequence of the negotiation and execution of this Agreement, the expenses of Seller to perform incurred in connection with the preparation of this Agreement and Seller's performance hereunder, and the other damages, general and special, which Purchaser and Seller realize and recognize Seller will sustain but which Seller cannot at this time calculate with absolute certainty. Based on all those considerations, Purchaser and Seller have agreed that the damage to Seller in each case such default is not cured by event would reasonably be expected to be equal to the earlier sum of the fifth (5th) day after written notice thereof from Seller or the Closing Date (except no notice shall be required Xxxxxxx Money. Accordingly, if Purchaser fails to close defaults on the Closing Date), then Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement and recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default in its obligation to consummate the purchase of any or all of the Property pursuant to Properties in accordance with the terms and conditions of this Agreement are difficult, if not impossible, to determine and the Xxxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. In all other events Seller’s remedies shall be limited to those described in Sections 4.8, 8.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoing, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive Closing or a termination of this Agreement, Seller then Seller's sole and exclusive remedy shall have all of its remedies at law be the right to retain the Xxxxxxx Money as full and in equity on account of such defaultcomplete liquidated damages. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT (A) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE 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 XXXXXXX MONEY IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT, AND (B) THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE PROPERTYMEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, WHETHER BASED ON CONTRACTBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, COMMON LAW, STATUTE, EQUITY OR OTHERWISE1676 AND 1677. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas/s/ JP /s/ TW Seller's Initials Purchaser's Initials

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement for any reason except failure by Seller to perform hereunder, and in each case such default is not cured by the earlier of the fifth IF THE CLOSING FAILS TO OCCUR SOLELY BY REASON OF THE DEFAULT BY PURCHASER (5th) day after written notice thereof from Seller or the Closing Date (except no notice shall be required if Purchaser fails to close on the Closing DateALL CONDITIONS TO PURCHASER'S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED BY PURCHASER IN WRITING), then Seller shall be entitledSELLER SHALL BE ENTITLED, as its sole and exclusive remedyAS ITS SOLE REMEDY (EXCEPT AS PROVIDED IN SECTIONS 10.3 AND 10.4 HEREOF), to terminate TO TERMINATE THIS AGREEMENT AND RECOVER THE EARNXXX XXXEY AS LIQUIDATED DAMAGES AND NOT AS PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER. SELLER AND PURCHASER AGREE THAT SELLER'S DAMAGES RESULTING FROM PURCHASER'S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THE EARNXXX XXXEY IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SUCH DAMAGES TO BE CERTAIN. SELLER INITIALS /BB/ PURCHASER INITIALS /MG/ ---- ---- Notwithstanding anything in this Agreement and recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default in its obligation to consummate the purchase of the Property pursuant Section 10.1 to the terms and conditions of this Agreement are difficult, if not impossible, to determine and the Xxxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. In all other events Seller’s remedies shall be limited to those described in Sections 4.8, 8.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoingcontrary, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive Closing Purchaser's default or a termination of this Agreement, Seller shall have all of its remedies available at law and or in equity on account with respect to estopping or preventing Purchaser or any party related to or affiliated with Purchaser from improperly asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property. In all other events Seller's remedies shall be limited to those described in this Section 10.1 and Sections 10.3 and 10.4 hereof. If Closing is consummated, Seller shall have all remedies available at law or in equity in the event Purchaser fails to perform any obligation of such default. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF THE 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 THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. Purchase and Sale Purchaser under this Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texaswhich expressly survives the Closing.

Seller’s Remedies. If Purchaser fails shall default in the performance of Purchaser’s material obligations under this Agreement prior to consummate Closing, Seller shall provide written notice of such alleged breach or default to Purchaser and Purchaser shall have the purchase right to take such actions to remedy or cure on or before the Outside Closing Date. If Purchaser shall default in the performance of Purchaser's material obligations at Closing (including, without limitation, the delivery of the Property pursuant to this Agreement for any reason except failure by Seller to perform hereunder, and in each case such default is not cured by the earlier balance of the fifth (5thPurchase Price and all other Purchaser Funds at Closing in accordance with the terms of this Agreement) day after written notice thereof from Seller on or before the Outside Closing Date (except no notice shall be required or if Purchaser fails to close cure a default on or before the Outside Closing Date), then Seller shall be entitledhave the right, as its sole and exclusive remedyremedy under this Agreement, at law and in equity, exercisable in Seller’s sole discretion, to terminate this Agreement and recover the Xxxxxxx Money as liquidated damages and not as penaltyby written notice to Purchaser and, in full satisfaction upon delivery of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default in its obligation to consummate the purchase of the Property pursuant to the terms and conditions of this Agreement are difficultsuch notice, if not impossible, to determine and the Xxxxxxx Money unless there is a fair estimate of those damages which has been agreed to in an effort to cause Deposit Refund Event on the amount date of such damages to be certain. In all other events Seller’s remedies shall be limited to those described in Sections 4.8, 8.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoing, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive Closing or a termination of this Agreementnotice, Seller shall have all be entitled to receive and retain the Deposit as and for full and complete liquidated and agreed damages for such default by Purchaser, and the Title Company shall release such Deposit from escrow and deliver same to Seller in accordance with the terms of its remedies at law the Escrow & Closing Instruction Agreement, and in equity on account of such defaultthe other Termination Provisions shall apply. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON AN PURCHASER DEFAULT AND THAT THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE FOREGOING, TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON AN PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE A PENALTY WITHIN THE MEANING OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON APPLICABLE LAW, STATUTE, EQUITY OR OTHERWISE. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas.

Seller’s Remedies. If Purchaser fails to consummate the purchase any of the Property pursuant conditions in section 3.2 are not satisfied, Sellers shall have the right, at Sellers’ exclusive election, either to waive the condition in question and proceed with the sale or to terminate this Agreement for any reason except failure by Seller to perform hereunder, and in each case such default is not cured by the earlier of the fifth (5th) day after written notice thereof from Seller or Agreement; provided that the Closing Date (except no notice shall may be required if Purchaser fails extended to close on the Closing Date)any date not later than December 31, then Seller shall 2004, at Sellers’ exclusive election, for a reasonable period to allow all of such conditions to be entitledsatisfied, as its sole and exclusive remedy, subject to Sellers’ further right to terminate this Agreement and recover on the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default in its obligation to consummate the purchase expiration of the Property pursuant to period of the terms and conditions of this Agreement are difficult, extension if not impossible, to determine and the Xxxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount all of such damages conditions shall not then have been satisfied. If Sellers so elect to be certain. In all other events Seller’s remedies terminate this Agreement, neither Buyer nor Sellers shall be limited to those described have any further rights or obligations under this Agreement, except that the covenants and agreements in Sections 4.8, 8.4, 10.3 sections 4.5.4 and 10.4 hereof, and nothing contained herein 4.12 shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive any termination of this Agreement. Notwithstanding any of the foregoingforegoing provisions of this section 3.3.2 to the contrary, in the event Purchaser defaults in of any material breach by Buyer of its post-closing obligations any covenant or any obligations that survive Closing agreement herein or a termination hereunder, and if the sale of this Agreement, Seller shall have all of its remedies at law and in equity on account the Assets if not consummated hereunder because of such defaultbreach, Buyer (a) shall, on demand by Sellers, direct Buyer’s counsel to remit the Deposit to Quik Drive USA as liquidated damages and (b) shall not, for a period of three years from and after such termination, solicit for employment or engagement as a consultant any person that is an employee of any Company at the date of such termination or at any time during such three-year period, otherwise than through advertisements or notices that are generally available to the public (the “Non-Solicitation”). IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERSIF THE TRANSACTIONS CONTEMPLATED HEREBY ARE NOT CONSUMMATED AS PROVIDED HEREIN BY REASON OF SUCH BREACH, SHAREHOLDERSBUYER AND SELLERS AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGE THAT SELLERS MAY SUFFER. THEREFORE, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT BUYER AND SELLERS AGREE THAT A REASONABLE ESTIMATE OF THE FOREGOINGTOTAL NET DETRIMENT THAT SELLERS WOULD SUFFER IF BUYER SO BREACHES AND FAILS TO COMPLETE THE PURCHASE OF THE ASSETS AS CONTEMPLATED HEREBY IS AND SHALL BE, AS SELLERS’ SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY IN EQUITY), THE NON-SOLICITATION AND THE AMOUNT OF THE DEPOSIT. THE NON-SOLICITATION AND SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR ANY CLAIMSUCH DEFAULT PRIOR TO THE CONSUMMATION OF ALL OF THE TRANSACTIONS CONTEMPLATED HEREBY, CAUSE OF ACTION ALL OTHER CLAIMS TO DAMAGES OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISEREMEDIES BEING HEREIN EXPRESSLY WAIVED. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, TexasBuyer’s Initials Sellers’ Initials

Seller’s Remedies. If Purchaser fails defaults on its obligations hereunder or under the Other Purchase and Sale Agreements at or prior to consummate Closing for any reason, or if prior to Closing any one or more of Purchaser’s representations or warranties or covenants hereunder, or under the purchase of the Property pursuant Other Purchase and Sale Agreements, are breached in any material respect that impairs Purchaser’s ability to close under this Agreement for any reason except failure by Seller to perform hereunder, or under the Other Purchase and in each case Sale Agreements and such default or breach is not cured by the earlier of the fifth third (5th3rd) day Business Day after written notice thereof from Seller or the Closing Date (except no notice or cure period shall be required apply if Purchaser fails to close on consummate the Closing Datepurchase of the Membership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale Agreements), then Seller shall be entitled, as its sole remedy hereunder (except as provided in Sections 4.10, 8.8, 10.3 and exclusive remedy10.4 hereof), to terminate this Agreement and recover the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default in its obligation to consummate the purchase of the Property pursuant to the terms and conditions of this Agreement are difficult, if not impossible, to determine and the Xxxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. Notwithstanding anything in this Section 10.1 to the contrary, in the event of Purchaser’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Membership Interests, the Real Property or the Improvements that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Membership Interests, the Real Property or the Improvements. In all other events Seller’s remedies shall be limited to those described in this Section 10.1 and Sections 4.84.10, 8.48.8, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoing, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive If Closing or a termination of this Agreementis consummated, Seller shall have all of its remedies available at law and or in equity on account in the event Purchaser fails to perform any obligation of such defaultPurchaser under this Agreement. IN NO EVENT SHALL PURCHASER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF THE 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 THIS AGREEMENT AGREEMENT, THE MEMBERSHIP INTERESTS, THE REAL PROPERTY OR THE PROPERTYIMPROVEMENTS, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas.”

Seller’s Remedies. If Purchaser fails defaults on its obligations hereunder or under the Other Purchase and Sale Agreements at or prior to consummate Closing for any reason, or if prior to Closing any one or more of Purchaser’s representations or warranties or covenants hereunder, or under the purchase of the Property pursuant Other Purchase and Sale Agreements, are breached in any material respect that impairs Purchaser’s ability to close under this Agreement for any reason except failure by Seller to perform hereunder, or under the Other Purchase and in each case Sale Agreements and such default or breach is not cured by the earlier of the fifth third (5th3rd) day Business Day after written notice thereof from Seller or the Closing Date (except no notice or cure period shall be required apply if Purchaser fails to close on consummate the Closing Datepurchase of the Partnership Interests hereunder or the other Acquired Properties pursuant to the Other Purchase and Sale Agreements), then Seller shall be entitled, as its sole remedy hereunder (except as provided in Sections 4.10, 8.8, 10.3 and exclusive remedy10.4 hereof), to terminate this Agreement and recover Agreement. Notwithstanding anything in this Section 10.1 to the Xxxxxxx Money as liquidated damages and not as penaltycontrary, in full satisfaction the event of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default or a termination of this Agreement, Seller shall have all remedies available at law or in its obligation equity in the event Purchaser or any party related to consummate or affiliated with Purchaser is asserting any claims or right to the purchase of Partnership Interests or the Property pursuant that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the terms and conditions of this Agreement are difficult, if not impossible, to determine and Partnership Interests or the Xxxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certainProperty. In all other events Seller’s remedies shall be limited to those described in this Section 10.1 and Sections 4.84.10, 8.48.8, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoing, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive If Closing or a termination of this Agreementis consummated, Seller shall have all of its remedies available at law and or in equity on account in the event Purchaser fails to perform any obligation of such defaultPurchaser under this Agreement. IN NO EVENT SHALL PURCHASER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF THE 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 THIS AGREEMENT AGREEMENT, THE PARTNERSHIP INTERESTS OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas.

Seller’s Remedies. If Purchaser fails to consummate In the purchase event that Seller shall fulfill all of the Property Seller’s obligations pursuant to this Agreement for Contract through the date of Purchaser’s default and, should Purchaser breach any reason except failure term of this Contract and such default continues following the giving of notice thereof by Seller and expiration of a ten-day opportunity to perform hereundercure such default, and in each case such default is not cured by the earlier of the fifth (5th) day after written notice thereof from Seller or the Closing Date (except no notice shall be required if Purchaser fails to close on the Closing Date), then Seller shall be entitled, as its Seller’s sole and exclusive remedy, to remedy for any default to: (i) waive the contractual obligations of Purchaser in writing and ; or (ii) extend the time for performance by such period of time as may be mutually agreed upon in writing by the Parties hereto; or (iii) terminate this Agreement Contract and recover retain or receive the Xxxxxxx Money then on deposit as liquidated damages for such default and not as a penalty, in full satisfaction which event the Parties shall be released herefrom and have no further rights, obligations, or responsibilities hereunder, except the continuing indemnity and hold harmless obligations of claims against Purchaser hereunderpursuant to Section 2.03(a)(ii) of this Contract. Purchaser agrees that the damages incurred by Seller in the event Purchaser defaults under this Contract and Purchaser agree that Seller’s damages resulting from Purchaser’s default in its obligation fails to consummate complete the purchase of the Property pursuant would be difficult to the terms ascertain and conditions Purchaser agrees that forfeiture of this Agreement are difficult, if not impossible, to determine and the Xxxxxxx Money to Seller is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certainreasonable remedy. In all other events Seller’s remedies shall be limited to those described in Sections 4.8, 8.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit extension of the time for Purchaser’s indemnity or performance pursuant to clause (ii) above shall not constitute an election of remedies and shall not prohibit Seller’s exercise of Seller’s other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoing, remedies set forth above in the event Purchaser defaults fails to cure such breach prior to the expiration of such extension period. Notwithstanding the above provisions of this Section 4.01, the indemnity and hold harmless obligations of Purchaser described in Section 2.03(a)(ii) of this Contract shall be specifically enforceable by Seller at any of its post-closing obligations or time and shall survive any obligations that survive Closing or a termination of this Agreement, Contract for a period of six (6) months after such termination. Seller shall have be entitled to pursue all of its legal and equitable remedies at law to specifically enforce the indemnity and hold harmless obligations of Purchaser described in equity on account Section 2.03(a)(ii) of this Contract and shall be entitled to recover all costs and expenses of such defaultenforcement proceedings, including, without limitation, all reasonable attorney’s fees and expenses. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERSIn no event shall Purchaser be liable for any speculative, SHAREHOLDERSconsequential or punitive damages. Seller’s extension of time for Purchaser’s performance, MEMBERSas provided for herein, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF THE 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 THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. Purchase shall not constitute an election of remedies and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texasshall not prohibit Seller’s exercise of Seller’s other remedies set forth above in the event Purchaser fails to cure such breach within the express cure period.

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Seller to perform hereunder, and in each case such default or breach is not cured by the earlier of the fifth (5th) day third Business Day after written notice thereof from Seller or the Closing Date (Seller hereby agreeing to give such written notice to Purchaser within one Business Day after Seller first learns of any such default or breach by Purchaser, except no notice or cure period shall be required apply if Purchaser fails to close on consummate the Closing Datepurchase of the Property hereunder), then Seller shall be entitled, as its sole remedy (except as provided in Sections 4.9, 8.5, 10.3 and exclusive remedy10.4 hereof), to terminate this Agreement and recover the Xxxxxxx Exxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default in its obligation to consummate the purchase of the Property pursuant to the terms and conditions of this Agreement are difficult, if not impossible, to determine and the Xxxxxxx Exxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) sxx Seller or seek or claim a refund of the Exxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds the actual damages of Seller or that the retention by Seller of the Exxxxxx Money constitutes a penalty and not agreed upon and reasonable liquidated damages. Notwithstanding anything in this Section 10.1 or in Exhibit E to the contrary, in the event of Purchaser’s default or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear and indefeasible title to the Property, and in said event Seller shall not be required to submit such matter to arbitration as contemplated by Exhibit E. In all other events Seller’s remedies shall be limited to those described in this Section 10.1 and Sections 4.84.9, 8.48.5, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoing, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive If Closing or a termination of this Agreementis consummated, Seller shall have all of its remedies available at law and or in equity on account in the event Purchaser fails to perform any obligation of such defaultPurchaser under this Agreement. IN NO EVENT SHALL PURCHASER'S ’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF THE 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 THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas.

Seller’s Remedies. If Purchaser and Seller acknowledge that it would be extremely impractical and difficult to ascertain the actual damages which would be suffered by Seller if Purchaser fails to consummate the purchase and sale contemplated herein because of Purchaser’s default (including, without limitation, a default pursuant to Section 7.1 above). Purchaser and Seller have considered carefully the loss to Seller occasioned by taking the Property off the market as a consequence of the negotiation and execution of this Agreement, the expenses of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, and the other damages, general and special, which Purchaser and Seller realize and recognize Seller will sustain but which Seller cannot at this time calculate with absolute certainty. Based on all those considerations, Purchaser and Seller have agreed that the damage to Seller in such event would reasonably be expected to be equal to the sum of the Exxxxxx Money. Accordingly, if Purchaser fails to consummate the purchase of the Property pursuant to in accordance with the terms of this Agreement for any reason except failure by Seller to perform hereunder, and in each case such default is not cured by the earlier of the fifth (5th) day after written notice thereof from Seller or the Closing Date (except no notice shall be required if Purchaser fails to close on the Closing Date)Agreement, then Seller shall be entitledhave the right, as its sole and exclusive remedy, to terminate this Agreement and recover retain the Xxxxxxx Exxxxxx Money as full and complete liquidated damages and not as penaltydamages. THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT (A) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE EXXXXXX MONEY IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT, in full satisfaction of claims against Purchaser hereunderAND (B) THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. Seller and Purchaser agree that Seller’s damages resulting from initials Purchaser’s default in its obligation to consummate the purchase of the Property pursuant to the terms and conditions of this Agreement are difficult, if not impossible, to determine and the Xxxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. In all other events Seller’s remedies shall be limited to those described in Sections 4.8, 8.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoing, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive Closing or a termination of this Agreement, Seller shall have all of its remedies at law and in equity on account of such default. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF THE 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 THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texasinitials

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement for any reason except failure by Seller to perform hereunder, and in each case such default is not cured by the earlier of the fifth (5th) day after written notice thereof from Seller or the Closing Date (except no notice shall be required if Purchaser fails to close on the Closing Date), then Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement and recover the Xxxxxxx Exxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default in its obligation to consummate the purchase of the Property pursuant to the terms and conditions of this Agreement are difficult, if not impossible, to determine and the Xxxxxxx Exxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. In all other events Seller’s remedies shall be limited to those described in Sections 4.8, 8.4, 10.3 and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination of this Agreement. Notwithstanding the foregoing, in the event Purchaser defaults in any of its post-closing obligations or any obligations that survive Closing or a termination of this Agreement, Seller shall have all of its remedies at law and in equity on account of such default. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF THE 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 THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE. Purchase and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas.