Common use of Seller’s Remedy Clause in Contracts

Seller’s Remedy. Sellers shall have no right or remedy against --------------- Purchaser with respect to this Agreement for any failure of Purchaser to meet, comply with or perform any covenant, agreement or obligation on its part under this Agreement prior to the timely filing of the emergency motion described in Section 4.1. If Purchaser is in default hereunder solely as described in Section 12.3 (which default has not been cured to the satisfaction of HHR), then: (a) AS SELLERS' SOLE REMEDY FOR SUCH DEFAULT AND UPON WRITTEN NOTICE OF TERMINATION FROM SELLER TO PURCHASER AND ESCROW AGENT, THE ESCROW AND THIS AGREEMENT SHALL TERMINATE (EXCEPT FOR THIS SECTION 12.4) AND ANY OTHER PROVISIONS WHICH EXPRESSLY SURVIVES TERMINATION OF THIS AGREEMENT). THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS SECTION 12.4 THAT UPON PURCHASER'S DEFAULT AS DESCRIBED IN SECTION 12.3, SELLERS WILL INCUR CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT THAT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO ASCERTAIN; (b) PURCHASER ACKNOWLEDGES AND AGREES THAT THE $1,000,000 PLACED IN THE ESCROW DEPOSIT ON BEHALF OF PURCHASER BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLERS BY REASON OF FAILURE OF THE CLOSE OF ESCROW SO TO OCCUR, AND $1,000,000 IS NOT AN AMOUNT UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT WAS MADE; AND (c) UPON FIVE (5) DAYS PRIOR WRITTEN NOTICE TO ESCROW AGENT AND PURCHASER BY HHR OF A NOTICE OF TERMINATION, ESCROW AGENT SHALL (i) RELEASE $1,000,000 FROM THE ESCROW DEPOSIT TO HHR, ON BEHALF OF SELLERS, AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLERS' SOLE MONETARY REMEDY HEREUNDER IN THE EVENT OF SUCH A BREACH BY PURCHASER, (ii) RELEASE THE REMAINING AMOUNT IN THE ESCROW DEPOSIT TO PURCHASER TOGETHER WITH ANY OTHER AMOUNTS RECEIVED FROM PURCHASER, AND (iii) RETURN TO SELLERS AND PURCHASER ALL DOCUMENTS AND INSTRUMENTS PREVIOUSLY DEPOSITED INTO THE ESCROW BY OR ON BEHALF OF SUCH PARTY. INITIALS: _______________________ ___________________________ SELLERS PURCHASER

Seller’s Remedy. Sellers shall have no right or remedy against --------------- Purchaser with respect to this Agreement for any failure (a) In the event of Purchaser to meet, comply with or perform any covenant, agreement or obligation on a breach by Buyer of its part obligations under this Agreement prior to effect the timely filing Closing, which breach is not cured within five (5) days after Buyer’s receipt of notice of default from Seller (provided that no such cure period shall extend the Closing Date or apply for a breach of the emergency motion described in Section 4.1obligation to close by the Closing Date) and Seller is willing, ready and able to perform its obligations hereunder, Seller’s sole remedy shall be to terminate this Agreement and receive and retain all Xxxxxxx Money and any earnings thereon as liquidated damages, not as a penalty. If Purchaser is in default hereunder solely as described in Section 12.3 (which default has not been cured to the satisfaction of HHR), then: (a) AS SELLERS' SOLE REMEDY FOR SUCH DEFAULT BUYER AND UPON WRITTEN NOTICE OF TERMINATION FROM SELLER TO PURCHASER AND ESCROW AGENT, THE ESCROW AND THIS AGREEMENT SHALL TERMINATE (EXCEPT FOR THIS SECTION 12.4) AND ANY OTHER PROVISIONS WHICH EXPRESSLY SURVIVES TERMINATION OF THIS AGREEMENT). THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS SECTION 12.4 THAT UPON PURCHASER'S DEFAULT AS DESCRIBED IN SECTION 12.3, SELLERS WILL INCUR CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO ASCERTAIN; (b) PURCHASER ACKNOWLEDGES AND AGREES THAT QUANTIFY THE $1,000,000 PLACED IN THE ESCROW DEPOSIT ON BEHALF OF PURCHASER BEARS A REASONABLE RELATIONSHIP ACTUAL DAMAGES TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLERS BY REASON OF FAILURE OF THE CLOSE OF ESCROW SO TO OCCUR, AND $1,000,000 IS NOT AN AMOUNT UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT WAS MADE; AND (c) UPON FIVE (5) DAYS PRIOR WRITTEN NOTICE TO ESCROW AGENT AND PURCHASER BY HHR OF A NOTICE OF TERMINATION, ESCROW AGENT SHALL (i) RELEASE $1,000,000 FROM THE ESCROW DEPOSIT TO HHR, ON BEHALF OF SELLERS, AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLERS' SOLE MONETARY REMEDY HEREUNDER SELLER IN THE EVENT OF SUCH A BREACH BY PURCHASERBUYER, (ii) RELEASE THAT THE REMAINING AMOUNT OF ALL XXXXXXX MONEY IS A REASONABLE ESTIMATE OF SUCH ACTUAL DAMAGES, AND THAT SELLER’S EXCLUSIVE REMEDY IN THE ESCROW DEPOSIT EVENT OF A BREACH BY BUYER SHALL BE TO PURCHASER TOGETHER WITH RETAIN ALL XXXXXXX MONEY AND ANY OTHER AMOUNTS RECEIVED FROM PURCHASER, AND (iii) RETURN TO SELLERS AND PURCHASER ALL DOCUMENTS AND INSTRUMENTS PREVIOUSLY DEPOSITED INTO THE ESCROW BY OR ON BEHALF OF SUCH PARTYEARNINGS THEREON AS LIQUIDATED DAMAGES. INITIALS: _______________________ Initials of Seller ___________________________ SELLERS PURCHASERInitials of Buyer (b) After Closing, in the event of a breach by Buyer of its obligations under this Agreement that survive Closing, Seller may exercise any rights and remedies available at law or in equity, subject to the limitations noted herein.

Seller’s Remedy. Sellers If there is aN event of default (as defined in Section 16.1) OF BUYER (and Seller does not elect to waive such event of default) or if Buyer fails or refuses to consummate the transaction contemplated hereby on the Closing Date for any reason other than Seller’s material default, failure of any condition to Buyer’s obligation to close, or the exercise by Buyer of an express right of termination granted herein, then Seller shall have no be entitled to terminate this Agreement and receive and retain the Deposit, as liquidated damages, it being agreed that Seller's right to the Deposit shall be Seller's sole remedy in the event of a breach or remedy against --------------- Purchaser default by Buyer hereunder if the Closing does not occur and all other claims for other remedies at law or equity are expressly waived by Seller hereunder. The parties acknowledge that if Buyer defaults hereunder, Seller's damages will be difficult, if not impossible, to ascertain and therefore agree that the payment of the Deposit to Seller as liquidated damages is fair and reasonable compensation to Seller. SUCH RECOVERY OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION. Notwithstanding the foregoing, if Buyer fails to indemnify or restore as provided in Sections 4.1.3 and 4.6 or breaches Section 18.14 (each such failure or violation, a “Violation”), Seller shall be entitled to recover all Liabilities incurred by Seller WITH RESPECT TO SUCH VIOLATION and such recoveries shall not be limited to the Deposit. In the event of any Violation, Seller may elect any appropriate action available in equity or by law, such rights and remedies being cumulative and the exercise of one or more of such rights or remedies by Seller shall not be construed to be a waiver of any of the others. Notwithstanding anything contained in this Section 16.2 to the contrary, if Seller elects to terminate this Agreement as a result of a breach by Buyer of any of its covenants or agreements under this Agreement with respect to this Agreement for any failure of Purchaser to meet, comply with or perform any covenant, agreement or obligation on its part under this Agreement the period prior to the timely filing of Contingency Date, then the emergency motion described in Section 4.1Deposit shall be returned to Buyer. If Purchaser is in default hereunder solely as described in Section 12.3 (which default has not been cured to the satisfaction of HHR), then: (a) AS SELLERS' SOLE REMEDY FOR SUCH DEFAULT AND UPON WRITTEN NOTICE OF TERMINATION FROM SELLER TO PURCHASER AND ESCROW AGENT, THE ESCROW AND THIS AGREEMENT SHALL TERMINATE (EXCEPT FOR THIS SECTION 12.4) AND ANY OTHER PROVISIONS WHICH EXPRESSLY SURVIVES TERMINATION OF THIS AGREEMENT). THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS SECTION 12.4 THAT UPON PURCHASER'S DEFAULT AS DESCRIBED IN SECTION 12.3, SELLERS WILL INCUR CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT THAT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO ASCERTAIN; (b) PURCHASER ACKNOWLEDGES AND AGREES THAT THE $1,000,000 PLACED IN THE ESCROW DEPOSIT ON BEHALF OF PURCHASER BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLERS BY REASON OF FAILURE OF THE CLOSE OF ESCROW SO TO OCCUR, AND $1,000,000 IS NOT AN AMOUNT UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT WAS MADE; AND (c) UPON FIVE (5) DAYS PRIOR WRITTEN NOTICE TO ESCROW AGENT AND PURCHASER BY HHR OF A NOTICE OF TERMINATION, ESCROW AGENT SHALL (i) RELEASE $1,000,000 FROM THE ESCROW DEPOSIT TO HHR, ON BEHALF OF SELLERS, AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLERS' SOLE MONETARY REMEDY HEREUNDER IN THE EVENT OF SUCH A BREACH BY PURCHASER, (ii) RELEASE THE REMAINING AMOUNT IN THE ESCROW DEPOSIT TO PURCHASER TOGETHER WITH ANY OTHER AMOUNTS RECEIVED FROM PURCHASER, AND (iii) RETURN TO SELLERS AND PURCHASER ALL DOCUMENTS AND INSTRUMENTS PREVIOUSLY DEPOSITED INTO THE ESCROW BY OR ON BEHALF OF SUCH PARTY. INITIALSBuyer’s Initials: _____________________/s/ SE__ Seller’s Initials (on behalf of each Seller): /s/ BP___________________________ SELLERS PURCHASER

Seller’s Remedy. Sellers shall have no right or remedy against --------------- Purchaser with respect to In the event any breach of this Agreement for any by the BUYER results in failure of Purchaser to meetclose, comply with or perform any covenant, agreement or obligation on its part under this Agreement prior to the timely filing of the emergency motion described in Section 4.1SELLER AND BUYER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. If Purchaser is in default hereunder solely as described in Section 12.3 (which default has not been cured to the satisfaction of HHR), then: BUYER AND SELLER HEREBY AGREE THAT (a) AS SELLERS' SOLE REMEDY FOR SUCH DEFAULT AND UPON WRITTEN NOTICE OF TERMINATION FROM SELLER TO PURCHASER AND ESCROW AGENT, THE ESCROW AND THIS AGREEMENT SHALL TERMINATE (EXCEPT FOR THIS SECTION 12.4) AND ANY OTHER PROVISIONS WHICH EXPRESSLY SURVIVES TERMINATION OF THIS AGREEMENT). THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS SECTION 12.4 THAT UPON PURCHASER'S DEFAULT AS DESCRIBED IN SECTION 12.3, SELLERS WILL INCUR CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT THAT EQUAL TO THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL SUFFER IN THE EVENT BUYER’s DEFAULTS AND FAILS TO ASCERTAIN; COMPLETE THE PURCHASE OF THE Xxxxxxxx Park/XxxxXxxxx Purchase and Sale Agreement May 15, 2020 Page 13 of 34 PROPERTY, AND (b) PURCHASER ACKNOWLEDGES SUCH AMOUNT WILL BE THE FULL, AGREED AND AGREES THAT LIQUIDATED DAMAGES FOR BUYER’S DEFAULT AND FAILURE TO COMPLETE THE $1,000,000 PLACED PURCHASE OF THE PROPERTY, AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF BUYER RESULTING IN THE ESCROW DEPOSIT ON BEHALF OF PURCHASER BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLERS BY REASON OF FAILURE OF CONSUMMATION OF THE CLOSE OF ESCROW SO TO OCCURCLOSING. IN SUCH EVENT, AND $1,000,000 IS NOT AN AMOUNT UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT WAS MADE; AND (c) UPON FIVE (5) DAYS PRIOR SELLER MAY, BY WRITTEN NOTICE TO ESCROW AGENT BUYER AND PURCHASER BY HHR OF A NOTICE OF TERMINATIONTHE TITLE COMPANY, ESCROW AGENT ELECT TO TERMINATE THIS AGREEMENT, WHEREUPON THE TITLE COMPANY SHALL REMIT THE XXXXXXX MONEY TO SELLER, THIS AGREEMENT WILL TERMINATE AND SELLER AND BUYER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER (i) RELEASE $1,000,000 FROM THE ESCROW DEPOSIT TO HHRother than those matters which expressly survive the early termination of this Agreement). Notwithstanding the foregoing, ON BEHALF OF SELLERSbut subject to subsection 20.3, AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLERS' SOLE MONETARY REMEDY HEREUNDER IN THE EVENT OF SUCH A BREACH BY PURCHASER, (ii) RELEASE THE REMAINING AMOUNT IN THE ESCROW DEPOSIT TO PURCHASER TOGETHER WITH ANY OTHER AMOUNTS RECEIVED FROM PURCHASER, AND (iii) RETURN TO SELLERS AND PURCHASER ALL DOCUMENTS AND INSTRUMENTS PREVIOUSLY DEPOSITED INTO THE ESCROW BY OR ON BEHALF OF SUCH PARTYnothing contained herein will limit SELLER’s remedies at law or in equity or as herein provided in the event of a breach by BUYER of any matters which expressly survive Closing or those matters which expressly survive early termination of this Agreement after termination. INITIALS: _______________________ ___________________________ SELLERS PURCHASERThis Section 20.1 shall survive Closing or early termination of this Agreement.