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 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 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.

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 Exxxxxx 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 Exxxxxx 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.”

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 as a result of Purchaser's default 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 Exxxxxx Xxxxxxx Money 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 default in its obligation 's failure 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 Exxxxxx Xxxxxxx Money is a fair estimate of those damages damages, which has been agreed to in an effort to cause the amount of such damages to be certain. In all If Purchaser defaults on its obligations hereunder at or prior to Closing other events Seller’s remedies than failing to consummate the purchase of the Property pursuant to this Agreement, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) business day after written notice thereof from Seller or the Closing Date (except no notice or cure period shall apply if Purchaser fails to consummate the purchase of the Property hereunder), then INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, shall be limited liable to those described in Sections 4.8Seller for any and all claims, 8.4demands, 10.3 liabilities (including strict liability), losses, damages (including consequential damages), causes of action, judgments, penalties, fines, costs and 10.4 hereofexpenses (including fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind of character, contingent or otherwise, matured or unmatured, known or unknown, forseeable or unforeseeable, whether or not ultimately defeated, and nothing contained herein shall be deemed to limit Purchaser’s indemnity the settlement of any claim or other obligations which expressly survive termination judgment including all value paid or given in settlement as a result of this Agreementsuch default. Notwithstanding anything in this SECTION 10.1 or in EXHIBIT I to 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 PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California - Page 23 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, indefeasible and marketable title to the Property, and in said event Seller shall not be required to submit such matter to arbitration as contemplated by EXHIBIT I. If Closing is consummated, Seller shall have all remedies available at law or in equity on account in the event Purchaser fails to perform any obligation of such defaultPurchaser under this Agreement not cured by Purchaser within three (3) business days after written notice from Seller to Purchaser of the breach of the Obligation. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERSThe obligations of Inland Real Estate Acquisitions, SHAREHOLDERSInc. set forth in this SECTION 10.1 shall be an obligation of Inland Real Estate Acquisitions, MEMBERSInc., 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 OTHERWISEwhich expressly survive Closing hereunder.

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement for any reason other than a failure of a condition precedent to Purchaser’s obligation to close the transaction contemplated by this Agreement, or if Purchaser otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser’s representations or warranties are breached in any material respect, and in each case such default or breach is not cured by the earlier of the fifth (5th) 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 Property hereunder), then Seller shall be entitled, as its sole remedy (except as provided in Sections 4.10, 8.6, 10.3 and exclusive remedy10.4 hereof), to terminate this Agreement and recover the 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 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. Notwithstanding anything in this Section 10.1 or in Exhibit I 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, indefeasible and marketable title to the Property, and in said event Seller shall not be required to submit such matter to arbitration as contemplated by Exhibit I. In all other events Seller’s remedies shall be limited to those described in this Section 10.1 and Sections 4.84.10, 8.48.6, 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 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 – Northcross Shopping Center 21

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, or if prior to Closing any one or more of Purchaser’s representations or warranties are breached in any material respect, and in each case 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 Property hereunder), then Seller shall be entitled, as its sole remedy (except as provided in Sections 4.5, 8.4, 9.3, 10.3 and exclusive remedy10.4), to terminate this Agreement and recover the 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 difficultPURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, if not impossibleTHAT THE AMOUNT OF THE EXXXXXX MONEY DEPOSIT PLUS ACCRUED INTEREST 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, to determine and the 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 certainAND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. In all other events Seller’s remedies shall be limited to those described in Sections 4.8PURCHASER AND SELLER AGREE THAT, EXCEPT FOR SELLER’S REMEDIES DESCRIBED IN SECTIONS 4.5, 8.4, 9.3, 10.3 and 10.4 hereofAND 10.4, 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. SELLER’S RIGHT TO RETAIN THE EXXXXXX MONEY DEPOSIT PLUS ACCRUED INTEREST SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN NO THE 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 A BREACH 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.BY PURCHASER

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 as a result of Purchaser's default 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 Exxxxxx Xxxxxxx Money 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 default in its obligation 's failure 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 Exxxxxx Xxxxxxx Money is a fair estimate of those damages damages, which has been agreed to in an effort to cause the amount of such damages to be certain. In all If Purchaser defaults on its obligations hereunder at or prior to Closing other events Seller’s remedies than failing to consummate the purchase of the Property pursuant to this Agreement, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) business day after written notice thereof from Seller or the Closing Date (except no notice or cure period shall apply if Purchaser fails to consummate the purchase of the Property hereunder), then INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, shall be limited liable to those described in Sections 4.8Seller for any and all claims, 8.4demands, 10.3 liabilities (including strict liability), losses, damages (including consequential damages), causes of action, judgments, penalties, fines, costs and 10.4 hereofexpenses (including fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind of character, contingent or otherwise, matured or unmatured, known or unknown, forseeable or unforeseeable, whether or not ultimately defeated, and nothing contained herein shall be deemed to limit Purchaser’s indemnity the settlement of any claim or other obligations which expressly survive termination judgment including all value paid or given in settlement as a result of this Agreementsuch default. Notwithstanding anything in this SECTION 10.1 or in EXHIBIT I to 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 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, indefeasible and marketable title to the Property, and in said event Seller shall not be required to submit such matter to arbitration as contemplated by EXHIBIT I. If Closing is consummated, Seller shall have all remedies available at law or in equity on account in the event Purchaser fails to perform any obligation of such defaultPurchaser under this Agreement not cured by Purchaser within three (3) business days after written notice from Seller to Purchaser of the breach of the Obligation. IN NO EVENT SHALL PURCHASER'S DIRECT OR INDIRECT PARTNERSThe obligations of Inland Real Estate Acquisitions, SHAREHOLDERSInc. set forth in this SECTION 10.1 shall be an obligation of Inland Real Estate Acquisitions, MEMBERSInc., 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 OTHERWISEwhich expressly survive Closing hereunder.

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 Exxxxxx 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 Exxxxxx 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 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, or if prior to Closing any one or more of Purchaser’s representations or warranties are breached in any material respect, and in each case 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 Property hereunder), then Seller shall be entitled, as its sole remedy (except as provided in Sections 4.5, 8.4, 9.3, 10.3 and exclusive remedy10.4), to terminate this Agreement and recover the Exxxxxx 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 difficultPURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, if not impossibleTHAT THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT PLUS ACCRUED INTEREST 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, to determine and the 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 certainAND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. In all other events Seller’s remedies shall be limited to those described in Sections 4.8PURCHASER AND SELLER AGREE THAT, EXCEPT FOR SELLER’S REMEDIES DESCRIBED IN SECTIONS 4.5, 8.4, 9.3, 10.3 and 10.4 hereofAND 10.4, 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. SELLER’S RIGHT TO RETAIN THE XXXXXXX MONEY DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN NO THE 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 A BREACH 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 OTHERWISEBY PURCHASER.

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, or if prior to Closing any one or more of Purchaser’s representations or warranties are breached in any material respect, and in each case such default or breach is not cured by the earlier of the fifth third (5th3rd) business day after written notice thereof from Seller or the Closing Date (Seller hereby agreeing to give such written notice to Purchaser within two business days 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 Section 4.9, Section 8.4, Section 10.3 and exclusive remedySection 10.4 hereof), to terminate this Agreement and recover the Exxxxxx 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 Exxxxxx 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 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 Sections 4.8this Section 10.1 and Section 4.9, Section 8.4, Section 10.3 and Section 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 default. Purchaser which expressly survives the Closing under this Agreement, IN NO EVENT SHALL PURCHASER'S ’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 PERSONAL LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT THISAGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

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 Exxxxxx 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 would be difficult to ascertain and Purchaser agrees that forfeiture of the Xxxxxxx Money to Seller is a reasonable remedy. Seller’s extension of the time for Purchaser’s performance pursuant to the terms clause (ii) above shall not constitute an election of remedies and conditions of this Agreement are difficult, if shall not impossible, to determine and the 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 prohibit Seller’s exercise of Seller’s other 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, 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 OTHERWISEshall not constitute an election of remedies and shall 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, or if prior to Closing any one or more of Purchaser’s representations or warranties are breached in any material respect, and in each case 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 (Seller hereby agreeing to give such written notice to Purchaser promptly 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 and exclusive remedyremedy (except as provided in Sections 8.4, 10.3 and 10.4 hereof), to terminate this Agreement and recover the Exxxxxx 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 Purchaserpurchaser’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 Exxxxxx 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, 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, indefeasible and marketable title to the Property and fails to release such claims and rights, including any its pendens, within ten days after an arbitrator’s award in favor of Seller. In all other events Seller’s remedies shall be limited to those described in this Section 10.1 and 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 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 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 OTHERWISEPurchaser under this Agreement that survive Closing.

Seller’s Remedies. If Purchaser fails to consummate the purchase Notwithstanding any provision of the Property pursuant to this Agreement for any reason except failure by Seller to perform hereunderthe contrary other than Section 7.03, 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 or refuses to close on timely comply with Purchaser’s obligations hereunder or is unable to do so as the result of Purchaser’s act or failure to act and any such failure (other than a failure to fund the Purchase Price at Closing Date) continues for a period of ten (10) days after delivery of written notice specifying such failure from Seller to Purchaser (provided, however, that if such failure requires more than ten (10) days to cure, then such ten (10) day period will extend to thirty (30) days provided that Purchaser commences to cure such failure within such initial ten (10) day period and diligently prosecutes such cure thereafter), then Seller shall be entitledmay terminate this Agreement and, as its Seller’s sole and exclusive remedy, to terminate this Agreement remedies: recover or retain the Exxxxxx Money. It is agreed and recover understood that the Exxxxxx Money will be delivered to Seller as liquidated damages damages, and not as a penalty, in full satisfaction of all of Seller’s claims against Purchaser hereunderhereunder or pursuant hereto or in connection herewith. Seller and Purchaser agree that it is difficult to determine the actual amount of Seller’s damages resulting from arising out of 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 Exxxxxx Money breach but said amount is a fair estimate of those damages which has been agreed to by the parties in an a good faith effort to cause make the amount of such damages to be certain. In all other events Seller’s remedies shall be limited If a party exercises a right of termination pursuant to those described in Sections 4.8, 8.4, 10.3 the terms and 10.4 hereof, and nothing contained herein shall be deemed to limit Purchaser’s indemnity or other obligations which expressly survive termination provisions of this Agreement. Notwithstanding Agreement that provides for the return of the Exxxxxx Money to Purchaser, then, notwithstanding the foregoing, in the event Seller may (i) recover damages with respect to any failure by Purchaser defaults in any of its post-closing obligations to comply with Purchaser’s Post Termination Obligations or any other indemnification obligations that survive of Purchaser hereunder, and (ii) enforce specific performance of Purchaser’s Post Termination Obligations. The foregoing notwithstanding, a failure by Purchaser to timely fund the Purchase Price on the Closing or Date will be a termination of this Agreement, Seller shall have all of its remedies at law default by Purchaser hereunder without a notice 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 OTHERWISEcure opportunity.

Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement or fails to comply with its obligations hereunder in all material respects at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser’s representations or warranties are breached in any material respect, and in each case such default or breach is not cured by the earlier of the fifth tenth (5th10th) 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 Property hereunder), then Seller shall be entitled, as its sole remedy (except as provided in Section 4.10, Section 8.6, Section 10.3 and exclusive remedySection 10.4 hereof), to terminate this Agreement and recover the Exxxxxx 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 Exxxxxx 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 or in Exhibit I 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, indefeasible and marketable title to the Property, and in said event Seller shall not be required to submit such matter to arbitration as contemplated by Exhibit I. In all other events Seller’s remedies shall be limited to those described in Sections 4.8this Section 10.1 and Section 4.10, 8.4Section 8.6, Section 10.3 and Section 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 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 OTHERWISEPurchaser under this Agreement.

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 Exxxxxx 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 Exxxxxx 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.

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 Exxxxxx 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 Exxxxxx 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.. Seller's Initials Purchaser's 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 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 Exxxxxx 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 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 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.