Common use of Seller’s Remedies Clause in Contracts

Seller’s Remedies. The sale of the Property is a cash sale and is not subject to any financing contingency. The Buyer may not delay the Closing Date or terminate this Agreement due to the Buyer’s inability to obtain financing. If the Buyer fails to close on the Closing Date due to a lack of financing, the Buyer shall be in default of this Agreement and the Seller may, but shall not obligated to, terminate this Agreement and retain the Deposit Money made hereunder as liquidated damages. The Parties agree that the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and that the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition of the Property as required hereunder, the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation or failure, whereupon this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder, except for such obligations as expressly survive the termination of this Agreement. The Parties agree the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at the time hereof. Notwithstanding anything to the contrary set forth in this Agreement, in no event will the Seller be liable to the Buyer or to any representatives, agents, affiliates or subsidiaries of the Buyer, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the Seller has been advised of the possibility of such damages.

Seller’s Remedies. Purchaser acknowledges that Seller, in entering into this Agreement, has agreed to do so only if the Downpayment is paid to Seller unconditionally and on a non-refundable basis, as liquidated damages in the event that Purchaser defaults in the performance of any of its obligations under this Agreement, including the failure to purchase the Twenty First Floor Unit, as set forth below. Seller and Purchaser agree that it would be impractical and extremely difficult, if not impossible, to fix actual damages that would be suffered by Seller as a result of such default. The sale parties therefore agree that if (i) Purchaser shall default in the payment of the Property is a cash sale and is not subject Purchase Price or if Purchaser shall default in the performance of any of its other obligations to any financing contingency. The Buyer may not delay be performed on the Closing Date or terminate this Agreement due to the Buyer’s inability to obtain financing. If the Buyer such that Purchaser fails to close on the acquisition of the Twenty First Floor Unit, or (ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date due and, with respect to a lack of financingany default under this clause (ii) only, the Buyer such default shall continue for ten (10) days after notice to Purchaser, Seller’s sole remedy by reason thereof shall be in default of this Agreement and the Seller may, but shall not obligated to, to terminate this Agreement and and, upon such termination, Seller shall be entitled to retain the Deposit Money made Downpayment, as and for its sole remedy hereunder and at law or in equity, as Seller’s liquidated damages. The Parties agree that the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and that the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition of the Property as required hereunder, the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation or failure, whereupon this Agreement shall become null and void, and neither party Seller thereafter shall not have any further rights liability or obligations obligation to Purchaser hereunder nor shall Purchaser have any further liability or obligation to Seller hereunder, except for such liabilities or obligations as expressly which are specifically stated herein to survive the termination of this Agreement. The Parties agree parties have consulted with their respective advisors and attorneys and have negotiated with each other and have agreed upon an amount for the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and the Deposit Money, which has been negotiated, represents a Downpayment that both believe is fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at and a suitable proxy for actual damages. The payment of the time hereof. Notwithstanding anything Downpayment to Seller as liquidated damages is not intended to be a forfeiture or penalty, but instead to constitute liquidated damages to Seller and is a reasonable estimate of the contrary damages that will be incurred by Seller if Purchaser defaults under or breaches this Agreement as set forth above and fails to purchase the Twenty First Floor Unit. Purchaser covenants not to bring any action or suit challenging the amount of liquidated damages provided hereunder in this Agreement, in no the event will the Seller be liable to the Buyer or to any representatives, agents, affiliates or subsidiaries of the Buyer, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the Seller has been advised of the possibility of such damagesdefault.

Seller’s Remedies. The sale of the Property is a cash sale and is not subject to any financing contingency. The Buyer may not delay If the Closing Date or terminate this Agreement due to the Buyer’s inability to obtain financing. If the Buyer fails to close on the Closing Date due to occur as a lack result of financinga “Material Purchaser Default” (defined below), the Buyer then Seller shall be in default of this Agreement and the Seller mayentitled to elect, but shall not obligated to, terminate this Agreement and retain the Deposit Money made hereunder as liquidated damages. The Parties agree that the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and that the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition of the Property as required hereunder, the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s its sole and exclusive remedy, to either (a) extend the Closing Date for a period, not to exceed ten (10) days, and receive the per diem increase in Purchase Price as set forth in Section 7.1 above, or (b) terminate this Agreement by written notice to Purchaser, promptly after which the Escrow Agent shall pay the Xxxxxxx Money to Seller as liquidated damages for such violation damages, as Seller’s sole remedy at law or failure, whereupon this Agreement shall become null and voidin equity, and thereafter neither party Purchaser nor Seller shall have any further rights liabilities or obligations hereunder, hereunder except for such obligations as which expressly survive the termination of this Agreement. The Parties agree parties acknowledge that in the actual event of any such Material Purchaser Default, it is impossible to compute exactly the damages upon which would accrue to Seller. Taking these facts into account, the Buyer’s default would be extremely difficult or impracticable to ascertain and parties have agreed that the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to fulfill deposit and perform any potential earnings thereon are a reasonable estimate by them of the terms amount of such damages. The payment of such amount as 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 conditions of 1677. Under no circumstances, except for Purchaser’s fraud, shall Purchaser be responsible for any consequential, incidental or punitive damages (provided that this Agreement required sentence shall not be construed as limiting Seller’s rights to be performed by the Buyer prior to Closing under the circumstances existing at the time hereof. Notwithstanding anything to the contrary liquidated damages as set forth in this Section 11). As a condition precedent to Seller exercising any right it may have under this Section 11 to extend the Closing Date, Seller must give Purchaser written notice of such extension by 10 a.m. Pacific Time on the Business Day preceding the Closing Date, and Seller agrees that its failure to timely provide such written notice shall be deemed a waiver by Seller of its right to extend the Closing Date under this Section 11. The foregoing shall not limit Seller’s right to recover attorneys fees under Section 16.11 of this Agreement. For purposes of this Agreement, “Material Purchaser Default” shall mean either (i) Purchaser defaults in its obligation to close on the acquisition of the Property pursuant to the terms of this Agreement, or (ii) Purchaser defaults in the performance of any of its material obligations under the terms of this Agreement or any of Purchaser’s representations and warranties set forth in Section 9 are untrue, inaccurate or incorrect in any material respect, and such default or circumstance continues for three (3) Business Days after written notice from Seller to Purchaser (or such period of time in excess of three (3) Business Days as is reasonably necessary given the nature of the default or circumstance so long as Purchaser promptly commences to cure such default or circumstance and diligently prosecutes same to completion, but in no event will later than the Seller be liable to date which is ten (10) days after the Buyer then scheduled Closing Date), which written notice shall detail such default, untruth or to any representativesfailure, agents, affiliates or subsidiaries of the Buyer, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the Seller has been advised of the possibility of such damages.as applicable. Seller’s Initial: Purchaser’s Initial:

Seller’s Remedies. The sale If Purchaser fails to consummate the purchase of the Property is a cash sale and is not subject pursuant to any financing contingency. The Buyer may not delay the Closing Date or terminate this Agreement due to the Buyer’s inability to obtain financing. If the Buyer fails to close on the Closing Date due to as a lack result of financingPurchaser's default hereunder, the Buyer Seller shall be in default of this Agreement and the Seller mayentitled, but shall not obligated toas its sole remedy, to terminate this Agreement and retain recover the Deposit Xxxxxxx Money made hereunder as liquidated damagesdamages and not as penalty, in full satisfaction of claims against Purchaser hereunder. The Parties Seller and Purchaser agree that Seller's damages resulting from Purchaser's failure to consummate the actual damages upon purchase of the Buyer’s default would be extremely difficult or impracticable Property are difficult, if not impossible, to ascertain determine and that the Deposit MoneyXxxxxxx Money is a fair estimate of those damages, which has been negotiated, represents a fair and reasonable agreed to in an effort to cause the amount of such damages that to be certain. If Purchaser defaults on its obligations hereunder at or prior to Closing other 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 will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing (except no notice or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing or cure period shall apply if the Buyer Purchaser fails to consummate the acquisition purchase of the Property hereunder), then INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, shall be liable to Seller for any and all claims, demands, liabilities (including strict liability), losses, damages (including consequential damages), causes of action, judgments, penalties, fines, costs and expenses (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 the settlement of any claim or judgment including all value paid or given in settlement as required hereunder, the Seller may terminate a result of such default. Notwithstanding anything in this Agreement upon written notice SECTION 10.1 or in EXHIBIT I to the Buyer and contrary, in the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation event of Purchaser's default or failure, whereupon this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder, except for such obligations as expressly survive the a termination of this Agreement, Seller shall have all 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 in the event Purchaser fails to perform any obligation of Purchaser 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. The Parties agree the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and the Deposit Moneyobligations of Inland Real Estate Acquisitions, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at the time hereof. Notwithstanding anything to the contrary Inc. set forth in this AgreementSECTION 10.1 shall be an obligation of Inland Real Estate Acquisitions, in no event will the Seller be liable to the Buyer or to any representativesInc., agents, affiliates or subsidiaries of the Buyer, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the Seller has been advised of the possibility of such damageswhich expressly survive Closing hereunder.

Seller’s Remedies. The sale of If Purchaser defaults on its obligation to purchase the Property is a cash sale and is not subject pursuant to any financing contingency. The Buyer may not delay the Closing Date or terminate this Agreement due to the Buyer’s inability to obtain financing. If the Buyer fails to close on the Closing Date due to a lack of financingAgreement, the Buyer Seller shall be entitled, as its sole remedy (except as provided in default of this Agreement Sections 4.9, 8.8, 10.3 and the Seller may10.4 hereof), but shall not obligated to, to terminate this Agreement and retain recover the Deposit Xxxxxxx Money made hereunder 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 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. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx 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 Xxxxxxx Money constitutes a penalty and not agreed upon and reasonable liquidated damages. The Parties agree that Notwithstanding anything in this Section 10.1 or in Exhibit K to the actual damages upon contrary, in the Buyerevent of Purchaser’s default would be extremely difficult or impracticable to ascertain and that the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition of the Property as required hereunder, the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation or failure, whereupon this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder, except for such obligations as expressly survive the termination of this Agreement. The Parties agree , Seller shall have all remedies available at law or in equity in the actual damages upon event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Buyer’s default 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 extremely difficult required to submit such matter to arbitration as contemplated by Exhibit K. If Closing is consummated, Seller shall have all remedies available at law or impracticable to ascertain and in equity in the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or event Purchaser fails to fulfill and perform any obligation of the terms and conditions of Purchaser under this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at the time hereofthat survives Closing. Notwithstanding anything to the contrary set forth in this AgreementIN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, in no event will the Seller be liable to the Buyer or to any representativesSHAREHOLDERS, agentsMEMBERS, affiliates or subsidiaries of the BuyerMANAGERS, for any specialOWNERS OR AFFILIATES, exemplaryANY OFFICER, indirect or consequential damagesMANAGER, including without limitation any lost profitsDIRECTOR, loss of businessEMPLOYEE OR AGENT OF THE FOREGOING, business interruptionOR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, lost savings or other incidental or punitive damagesCAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, even if the Seller has been advised of the possibility of such damagesWHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Seller’s Remedies. The sale of If Purchaser or LEHH, as the case may be, fails to purchase (i) the Property pursuant to this Agreement, or (ii) the Assets pursuant to the Bond Purchase Agreement because of Purchaser's or LEHH's failure to perform its obligations hereunder or thereunder (all conditions to Purchaser's or LEHH's obligations having been satisfied or waived by Purchaser or LEHH) or there is a cash sale breach of any of Purchaser's or LEHH's representations and warranties herein or therein which prohibits Purchaser's or LEHH's performance hereunder or thereunder and Seller is not subject in default under this Agreement and TEWB is not in default under the Bond Purchase Agreement and Purchaser or LEHH, as the case may be, fails to cure (or, with respect to a representation or warranty, fails to commence and effect a cure by the later of Closing or ten (10) days after written notice thereof from Seller or TEWB) any financing contingency. The Buyer may not delay such breach or failure within ten (10) days after written notice thereof from Seller to Purchaser or from TEWB to LEHH, as applicable, specifying such breach or failure, then as Seller's sole and exclusive remedy hereunder, Seller shall have the Closing Date or right to terminate this Agreement due by giving Purchaser and the Title Company written notice thereof and Seller shall be entitled to the Buyer’s inability to obtain financing. If the Buyer fails to close on the Closing Date due to a lack of financingreceive, as its sole remedy, the Buyer shall be in default Property Earnest Money (together wixx xxx interest accrued thereon) as liquidated damages (Seller and Purchaser hereby acknowledging that the amount of damages resulting from a breach of this Agreement and the Seller may, but shall not obligated to, terminate this Agreement and retain the Deposit Money made hereunder as liquidated damages. The Parties agree that the actual damages upon the Buyer’s default by Purchaser would be extremely difficult or impracticable impossible to accurately ascertain and that the Deposit Money, which has been negotiated, represents sum represented by the Property Earnest Money (together witx xxx xnterest accrued thereon) is a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any estimate of the terms total net detriment that Seller would suffer) and conditions of this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition upon Seller's receipt of the Property as required hereunderEarnest Money (together with xxx xxterest accrued thereon), the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation or failure, whereupon this Agreement shall become null and voidterminate, and neither no party to this Agreement shall have any further rights claim, agreement, or obligations hereunder, except for such obligations as expressly survive the termination of this Agreement. The Parties agree the actual damages upon the Buyer’s default would be extremely difficult or impracticable obligation to ascertain and the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails any other party to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at the time hereof. Notwithstanding anything to the contrary set forth in this Agreement, in no event will except the Seller Surviving Duties, and any lien of Purchaser against the Property shall automatically cease, terminate and be liable to the Buyer or to any representatives, agents, affiliates or subsidiaries of the Buyer, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the Seller has been advised of the possibility of such damagesreleased.

Seller’s Remedies. Purchaser acknowledges that Seller, in entering into this Agreement, has agreed to do so only if the Downpayment is paid to Seller unconditionally and on a non-refundable basis, as liquidated damages in the event that Purchaser defaults in the performance of any of its obligations under this Agreement, including the failure to purchase the Twentieth Floor Unit, as set forth below. Seller and Purchaser agree that it would be impractical and extremely difficult, if not impossible, to fix actual damages that would be suffered by Seller as a result of such default. The sale parties therefore agree that if (i) Purchaser shall default in the payment of the Property is a cash sale and is not subject Purchase Price or if Purchaser shall default in the performance of any of its other obligations to any financing contingency. The Buyer may not delay be performed on the Closing Date or terminate this Agreement due to the Buyer’s inability to obtain financing. If the Buyer such that Purchaser fails to close on the acquisition of the Twentieth Floor Unit, or (ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date due and, with respect to a lack of financingany default under this clause (ii) only, the Buyer such default shall continue for ten (10) days after notice to Purchaser, Seller’s sole remedy by reason thereof shall be in default of this Agreement and the Seller may, but shall not obligated to, to terminate this Agreement and and, upon such termination, Seller shall be entitled to retain the Deposit Money made Downpayment, as and for its sole remedy hereunder and at law or in equity, as Seller’s liquidated damages. The Parties agree that the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and that the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition of the Property as required hereunder, the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation or failure, whereupon this Agreement shall become null and void, and neither party Seller thereafter shall not have any further rights liability or obligations obligation to Purchaser hereunder nor shall Purchaser have any further liability or obligation to Seller hereunder, except for such liabilities or obligations as expressly which are specifically stated herein to survive the termination of this Agreement. The Parties agree parties have consulted with their respective advisors and attorneys and have negotiated with each other and have agreed upon an amount for the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and the Deposit Money, which has been negotiated, represents a Downpayment that both believe is fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at and a suitable proxy for actual damages. The payment of the time hereof. Notwithstanding anything Downpayment to Seller as liquidated damages is not intended to be a forfeiture or penalty, but instead to constitute liquidated damages to Seller and is a reasonable estimate of the contrary damages that will be incurred by Seller if Purchaser defaults under or breaches this Agreement as set forth above and fails to purchase the Twentieth Floor Unit. Purchaser covenants not to bring any action or suit challenging the amount of liquidated damages provided hereunder in this Agreement, in no the event will the Seller be liable to the Buyer or to any representatives, agents, affiliates or subsidiaries of the Buyer, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the Seller has been advised of the possibility of such damagesdefault.

Seller’s Remedies. Purchaser acknowledges that Seller, in entering into this Agreement, has agreed to do so only if the Downpayment is paid to Seller unconditionally and on a non-refundable basis, as liquidated damages in the event that Purchaser defaults in the performance of any of its obligations under this Agreement, including the failure to purchase the Third Floor Unit, as set forth below. Seller and Purchaser agree that it would be impractical and extremely difficult, if not impossible, to fix actual damages that would be suffered by Seller as a result of such default. The sale parties therefore agree that if (i) Purchaser shall default in the payment of the Property is a cash sale and is not subject Purchase Price or if Purchaser shall default in the performance of any of its other obligations to any financing contingency. The Buyer may not delay be performed on the Closing Date or terminate this Agreement due to the Buyer’s inability to obtain financing. If the Buyer such that Purchaser fails to close on the acquisition of the Third Floor Unit, or (ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date due and, with respect to a lack of financingany default under this clause (ii) only, the Buyer such default shall continue for ten (10) days after notice to Purchaser, Seller’s sole remedy by reason thereof shall be in default of this Agreement and the Seller may, but shall not obligated to, to terminate this Agreement and and, upon such termination, Seller shall be entitled to retain the Deposit Money made Downpayment, as and for its sole remedy hereunder and at law or in equity, as Seller’s liquidated damages. The Parties agree that the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and that the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition of the Property as required hereunder, the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation or failure, whereupon this Agreement shall become null and void, and neither party Seller thereafter shall not have any further rights liability or obligations obligation to Purchaser hereunder nor shall Purchaser have any further liability or obligation to Seller hereunder, except for such liabilities or obligations as expressly which are specifically stated herein to survive the termination of this Agreement. The Parties agree parties have consulted with their respective advisors and attorneys and have negotiated with each other and have agreed upon an amount for the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and the Deposit Money, which has been negotiated, represents a Downpayment that both believe is fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at and a suitable proxy for actual damages. The payment of the time hereof. Notwithstanding anything Downpayment to Seller as liquidated damages is not intended to be a forfeiture or penalty, but instead to constitute liquidated damages to Seller and is a reasonable estimate of the contrary damages that will be incurred by Seller if Purchaser defaults under or breaches this Agreement as set forth above and fails to purchase the Third Floor Unit. Purchaser covenants not to bring any action or suit challenging the amount of liquidated damages provided hereunder in this Agreement, in no the event will the Seller be liable to the Buyer or to any representatives, agents, affiliates or subsidiaries of the Buyer, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the Seller has been advised of the possibility of such damagesdefault.

Seller’s Remedies. The sale If Purchaser fails to consummate the purchase of the Property is a cash sale and is not subject pursuant to any financing contingency. The Buyer may not delay the Closing Date or terminate this Agreement due to the Buyer’s inability to obtain financing. If the Buyer fails to close on the Closing Date due to as a lack result of financingPurchaser's default hereunder, the Buyer Seller shall be in default of this Agreement and the Seller mayentitled, but shall not obligated toas its sole remedy, to terminate this Agreement and retain recover the Deposit Xxxxxxx Money made hereunder as liquidated damagesdamages and not as penalty, in full satisfaction of claims against Purchaser hereunder. The Parties Seller and Purchaser agree that Seller's damages resulting from Purchaser's failure to consummate the actual damages upon purchase of the Buyer’s default would be extremely difficult or impracticable Property are difficult, if not impossible, to ascertain determine and that the Deposit MoneyXxxxxxx Money is a fair estimate of those damages, which has been negotiated, represents a fair and reasonable agreed to in an effort to cause the amount of such damages that to be certain. If Purchaser defaults on its obligations hereunder at or prior to Closing other 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 will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing (except no notice or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing or cure period shall apply if the Buyer Purchaser fails to consummate the acquisition purchase of the Property hereunder), then INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, shall be liable to Seller for any and all claims, demands, liabilities (including strict liability), losses, damages (including consequential damages), causes of action, judgments, penalties, fines, costs and expenses (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 the settlement of any claim or judgment including all value paid or given in settlement as required hereunder, the Seller may terminate a result of such default. Notwithstanding anything in this Agreement upon written notice SECTION 10.1 or in EXHIBIT I to the Buyer and contrary, in the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation event of Purchaser's default or failure, whereupon this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder, except for such obligations as expressly survive the 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. 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 Purchaser 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. The Parties agree the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and the Deposit Moneyobligations of Inland Real Estate Acquisitions, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at the time hereof. Notwithstanding anything to the contrary Inc. set forth in this AgreementSECTION 10.1 shall be an obligation of Inland Real Estate Acquisitions, in no event will the Seller be liable to the Buyer or to any representativesInc., agents, affiliates or subsidiaries of the Buyer, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the Seller has been advised of the possibility of such damageswhich expressly survive Closing hereunder.

Seller’s Remedies. The sale Subject to the terms of the Property is a cash sale second to the last sentence of this Section 11.1, if Purchaser fails to perform as required by this Agreement on or prior to the Closing Date, in the time and manner set forth in this Agreement, and provided Seller is not subject to any financing contingency. The Buyer then in default, Seller may not delay the Closing Date or terminate this Agreement due and the escrow if such default is not cured after five (5) days written notice to Purchaser and the Escrow Agent, in which event Seller shall be entitled to all of the Deposit (and Escrow Agent shall deliver to Seller the Deposit), as consideration for acceptance of this Agreement, for taking the Property off the market, and as the parties' best estimate of Seller's damages resulting from Purchaser's default, but not as a penalty. The Deposit released to Seller upon such termination shall be Seller's sole and exclusive remedy against Purchaser in all respects, except for any indemnification obligations of Purchaser contained in this Agreement and except as provided in the immediately following sentence. Notwithstanding the foregoing, if Purchaser wrongfully refuses to cause Escrow Agent to terminate the escrow created hereby, if Purchaser wrongfully claims that this Agreement has not been terminated, or if Purchaser wrongfully refuses to allow the termination of this Agreement following a default by Purchaser, Seller shall also be entitled to recover (a) all costs and expenses, including actual attorneys' fees, incurred by Seller in seeking specific performance of this liquidated damages provision, and (b) all costs and expenses, including actual attorneys' fees and consequential damages, if any, which may be incurred by Seller by reason of the cloud on title to the Buyer’s inability Property which may result from Purchaser's wrongful failure to obtain financingallow the termination of the escrow created hereby and the Agreement. If Notwithstanding the Buyer foregoing to the contrary, Purchaser shall be entitled to no cure period if Purchaser fails to close escrow on the Closing Date due to a lack of financing, the Buyer shall be Purchaser's failure to have immediately available funds in default of this Agreement and the Seller may, but shall not obligated to, terminate this Agreement and retain the Deposit Money made hereunder as liquidated damages. The Parties agree that the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and that the Deposit Money, which has been negotiated, represents a fair and reasonable escrow sufficient in amount of damages that the Seller will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of transaction described herein in accordance with the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition of the Property as required hereunder, the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation or failure, whereupon this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder, except for such obligations as expressly survive the termination of this Agreement. The Parties agree the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at the time hereof. Notwithstanding anything to the contrary set forth in this Agreement, in no event will the Seller be liable to the Buyer or to any representatives, agents, affiliates or subsidiaries of the Buyer, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the Seller has been advised of the possibility of such damages.

Seller’s Remedies. The sale of Section 18.02. Purchaser acknowledges that (i) Seller by executing and delivering this Agreement, will be forgoing other opportunities to sell the Property is a cash sale Unit, and is not subject (ii) Seller, in entering into this Agreement, has agreed to any financing contingency. The Buyer may not delay the Closing Date or terminate this Agreement due to the Buyer’s inability to obtain financing. If the Buyer fails to close on the Closing Date due to a lack of financing, the Buyer shall be in default of this Agreement and the Seller may, but shall not obligated to, terminate this Agreement and retain the Deposit Money made hereunder as liquidated damages. The Parties agree that the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and that the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain do so only if the Buyer violates or fails Downpayment is paid to close Seller unconditionally and on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of the terms and conditions of a non-refundable basis except as set forth in this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition of the Property as required hereunder, the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedyAgreement, as liquidated damages for in the event that Purchaser defaults in purchasing the Unit. Seller and Xxxxxxxxx agree that it would be impractical and extremely difficult, if not impossible, to fix actual damages that would be suffered by Seller as a result of such violation or failuredefault. The parties therefore agree that if Purchaser defaults in purchasing the Unit, whereupon Seller's sole remedy by reason thereof shall be to terminate this Agreement and, upon such termination, Seller shall become null be entitled to retain the Downpayment, as and voidfor its sole remedy hereunder, as Seller's liquidated damages, and neither party Seller thereafter shall not have any further rights liability or obligations obligation to Purchaser hereunder nor shall Purchaser have any further liability or obligation to Seller hereunder, except for such liabilities or obligations as expressly which are specifically stated herein to survive the termination of this Agreement. The Parties agree parties have consulted with their respective advisors and attorneys and have negotiated with each other and have agreed upon an amount for the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and the Deposit Money, which has been negotiated, represents a Downpayment that both believe is fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at the time hereofand a suitable proxy for actual damages. Notwithstanding anything to the contrary set forth in this Agreement, in no event will the Seller be liable to the Buyer or to any representatives, agents, affiliates or subsidiaries The payment of the BuyerDownpayment to Seller as liquidated damages is not intended to be a forfeiture or penalty, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the but instead to constitute liquidated damages to Seller has been advised and is a reasonable estimate of the possibility damages that will be incurred by Seller if Purchaser defaults under or breaches this Agreement and fails to purchase the Unit. Purchaser covenants not to bring any action or suit challenging the amount of liquidated damages provided hereunder in the event of such damagesdefault.